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annual report 2009
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
374
187
560
705
446365 379 418
468 424
3500
3000
2800
2600
2400
2200
2000
1800
1600
1400
1200
1000
800
600
400
200
0
1200
1000
800
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0
1382
1678
18821952
1670
2067
2643
2860
31683483
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
BottlesBottles sold (in millions)
PreformsPreforms sold (in millions)
ww
w.r
esil
ux.c
om
annual report 2009
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
374
187
560
705
446365 379 418
468 424
3500
3000
2800
2600
2400
2200
2000
1800
1600
1400
1200
1000
800
600
400
200
0
1200
1000
800
600
400
200
0
1382
1678
18821952
1670
2067
2643
2860
31683483
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
BottlesBottles sold (in millions)
PreformsPreforms sold (in millions)
You get L TS of bottle from Resilux preforms
annualreport2009
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annual report 2009
3
Tableofcontents
Chairman’s statement 5
Resilux profile 6
Consolidated key figures 7
Shareholders and group structure 8
Resilux and the Brussels Stock Exchange 10
Financial calendar 11
Investor relations 11
Financial service provider 11
Capital - Shares - Voting rights - Shareholders - Transparency legislation 11
Corporate Governance Chapter 13
Operations 22
Production units 26
Declaration regarding the information given in the annual report for the financial year ending on December 31st, 2009 29
Report of the Board of Directors 29
Consolidated annual accounts 2009 46
Balance sheet 46
Income statement 47
Statement of realized and unrealized results 47
Cash flow statement 48
Statement of changes in equity 49
Notes to the consolidated financial statements 49
Comments IFRS 2009 71
Auditor’s report 77
Abridged statutory annual accounts of Resilux NV 2009 80
Balance sheet 80
Profit and loss account 82
Appropriation of profit 83
Notes to the accounts 83
General information on Resilux NV 87
The annual report is available on the internet in Dutch, French and English. >>> www.resilux.com
Het jaarverslag is beschikbaar op het internet in het Nederlands, Frans en Engels. >>> www.resilux.com
Le rapport annuel est disponible sur internet en néerlandais, français et anglais. >>> www.resilux.com
The Dutch version is the official version. The French and English versions are translations with no legal force.
Resilux NV is responsible for these translations.
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annual report 2009
Chairman’sstatement
If one examines and re-examines the figures for 2009, they really make a profound impression.
These figures were generated from a combination of continuing growth and a good mix of clients and products, ongoing
diversification, a streamlined organisation, innovation, research & development, technology that works with us and for us, full
commitment, and the strategic geographical spread of the various production units across 7 countries, serving the different sales
territories.
The serious investment efforts of the past enable us to apply a selective investment policy nowadays which, combined with our
optimized working capital, provide us with a solid financial foundation.
Retaining a strong financial structure has been and will continue to be a priority.
The policy on diversification as well as the geographical spread of production units - because of which we can offer customers and
markets the best of service - on the one hand and on the other hand the prospects of new products, technologies and applications,
should serve to increase our turnover base and lead to profitable and sustainable growth.
Central remains however the PET raw material, the PET preform and the geographical focus on Europe and North America.
Bearing in mind the important roles that the provision of added value and diversification play in our vision for the future within
Resilux, we look for new paths to follow - based on intensive R&D and searching, endeavour and testing - convinced that this will
surely provide us with access over the next few years thanks to new developed products to a new and as yet unimagined world of
challenging applications, with great potential for the future.
Resilux also wants to enhance its Board of Directors, so that the company’s industrial policy will be applied even more
professionally and energetically, which will benefit the company’s continued existence.
This is how things have to be, and how they must continue, in order to secure our business and our future.
I remain honoured to continue as Chairman of the Board of Directors of Resilux NV.
A. De Cuyper
Chairman of the Board of Directors
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6
Since its foundation, the production of PET (polyethylene teraphthalate) packaging in the form of preforms and bottles has
been the core business of Resilux. The preforms are blown into bottles by Resilux or by the customer, and then filled with water,
soft drinks, edible oils, ketchup, detergents, milk, beer, wine, fruit juices, etc.
Resilux is a family company by origin that became operational in June 1994. Since 1997, it has been listed on Euronext Brussels.
The company has an extensive network of sales and service offices in various countries. Alongside the main establishment in
Belgium, Resilux has a number of production units in Spain (1997), Russia (1999), Greece (2000), Switzerland (2000/2001),
Hungary (2002) and the United States (2001/2004). Resilux has various sales offices in the above countries, as well as in many
other countries on different continents.
Resilux produces preforms and bottles for many applications and in various weights, colours and forms. Preforms and bottles are
produced for both single use and multiple use. As well as for barrier-sensitive products, Resilux offers various solutions. Moreover,
the Resilux R&D centres are continually researching ways to further improve quality, to increase and develop the barrier qualities
of PET, and to renew and optimise the preform and bottle designs.
Resilux also has bottle-blowing projects at different customers. Resilux provides to the filling companies the necessary know-how
and if required the infrastructure and manpower. These activities can be located on the customer’s premises (in-house), right next
to the customer (wall-to-wall) or near to the customer (satellite).
Resilux endeavours to achieve a global spread of risk and maximum flexibility. The strong position of Resilux is the result of very
high productivity, its technological leadership whereby quality and innovation come first, and its extensive geographic distribution.
The production is highly automated and the production technology has to a large extent been optimised in-house. Part of Resilux’s
know-how is protected by patents and registered designs.
Resiluxprofile<
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annual report 2009
Consolidatedkeyfigures(1)
2009 2008 2007
IFRS IFRS IFRS
Key figures from the profit and loss account
(in thousands of Euro)
Turnover 201,542 210,170 200,806
Total revenues 200,304 216,430 200,314
Added value (2) 50,597 53,269 42,015
Operating cash flow - EBITDA (3) 27,655 31,772 22,745
Depreciation and operational non-cash costs 10,636 17,913 13,412
Operating result 17,020 13,860 9,333
Financial result -3,631 -6,701 -5,680
Result before taxes 13,389 7,158 3,653
Taxes -2,334 -2,648 -649
Net result, part of group 11,055 4,510 3,004
Net cash flow (4) 21,691 22,423 16,416
Recurrent added value (2) 50,597 47,577 42,015
Recurrent operating cash flow - REBITDA (3) 27,655 26,446 22,745
Recurrent operating result 17,020 12,995 9,333
Recurrent result before taxes 13,389 6,293 3,653
Recurrent net result, part of group 11,055 4,070 3,004
Key figures from the balance sheet (in thousands of Euro)
Equity 54,691 44,748 38,880
Equity (incl. subordinated loans) 59,226 56,964 49,497
Net financial debt (excl. subordinated loans) (5) 22,692 34,315 50,598
Balance sheet total 143,755 140,259 150,287
Key figures per share (in Euro) (6)
Operating cash flow 13.96 16.04 11.48
Operating result 8.59 7.00 4.71
Net result, group share 5.58 2.28 1.52
Net cash flow 10.95 11.32 8.29
Average number of shares 1,980,410 1,980,410 1,980,410
Proposed gross dividend (7) 1.50 0 0
(1) figures are fully in conformity with IFRS-rules
(2) revenues minus trade goods and raw materials minus services and other goods
(3) operating profit plus depreciations and write offs of intangible and tangible assets, plus provisions for write offs in value
relating to stocks and trade accounts receivable
(4) net result plus depreciations and other non-cash costs
(5) financial debt minus available funds and investments
(6) there are 11,289 subscription rights in circulation in pursuance of the warrant plans to benefit of the employees. These have
not been taken into account because the exercise price of these rights is much higher than the current stock price
(7) the Board of Directors will propose to the Annual Meeting of Shareholders to pay a dividend of e 1.50 per share
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Shareholdersandgroupstructure
Resilux started production of PET preforms in June 1994. Since October 3rd, 1997, Resilux has been listed on Euronext Brussels.
The price per share of the stock exchange introduction was e 30.99.
The capital of Resilux NV including share premiums amounts to e 33,839,969 on December 31st, 2009. The share capital stands at
e 17,183,856 and is represented by 1,980,410 shares without nominal value, each representing 1/1,980,410th of the share capital.
On December 31st, 2009 the structure of the Resilux group (according to IFRS) was as follows:
Namen nog aanpassen
(*) percentages calculated on the basis of the number of outstanding shares (1,980,410) and the shareholding such as it appears in the last transparency declaration
received on October 31st, 2008 following the provisions of article 29 of the Law of May 2nd, 2007 on the the disclosure of major shareholdings.
TRIDEC (STAK)
RESILUX NV
Resilux Schweiz AGResilux Hungária
Packaging Kft.
Resilux South EastEurope srl.
Family
Immo Tradec
Belfima Invest
Tradidec
Public
Resilux InvestmentCorporation, Inc.
Resilux America,LLC
Resilux Holding B.V.
Resilux EurasiaHolding NV
Eastern Holding NV
Eastern InvestmentHolding NV
Resilux HellasA.B.E.E.
Resilux IbéricaPackaging S.A.
Tradetool B.V.
Resilux DistributionOOO
Resilux InvestmentOOO
Resilux-VolgaOOO
99.99994%
4.7523%
95.2476%
100%
100%
100%
99%
30%
100%
100%
70%
46.74%
5.74%
2.45%
1.53%
1.56%
42.21%
1%
100%
100%
100%
0.008%
99%
99.992%
1%99%
1%
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annual report 2009
Since 2005, the Resilux group controls all its holdings. In 2009, there have been three changes in the Resilux group structure:
Resilux Hungária Packaging Kft. has established a 100% subsidiary in Romania, Resilux South East Europe srl.
Tradetool B.V. has enlarged its equity participation in the charter capital of Resilux Distribution OOO to 95.2476% via a capital
increase through contribution in cash of an amount of RUR 59,000,000. Eastern Holding NV has enlarged its equity participation in
the charter capital of Resilux-Volga OOO to 99.99994% via a capital increase through contribution in cash of an amount of
RUR 50,000,000.
Since 1994, Resilux has started up or acquired a number of operational activities in different countries:
1) Spain
In June 1997, the first foreign production unit called Resilux Ibérica Packaging S.A. became operational in Spain. According to IFRS,
it is a 100% daughter of Resilux Holding B.V. with a capital of e 3,005,000 as per December 31st, 2009.
2) Russia
In April 1999, the second foreign subsidiary of Resilux called Resilux Investment OOO became operational in Russia. This company
under Russian law is a subsidiary of Resilux Eurasia Holding NV and has organized the sales and purchase operations of Resilux in
Russia until 2007. Since its foundation in 2007, Resilux Distribution OOO, with a capital of RUR 68,811,253 as per December 31st,
2009 has taken over this job. The production operations are incorporated into Resilux-Volga OOO. As per December 31st, 2009
Resilux-Volga OOO is a 100% subsidiary of Eastern Holding NV with a capital of RUR 164,258,500.
3) Switzerland
In March 2000, Resilux NV acquired 100% of the shares of the Swiss company Altoplast-Claropac AG, a company that produces
PET preforms and bottles. In March 2001, Resilux NV acquired 100% of the shares of a second Swiss company, Femit Plastic AG,
a company that also produces PET preforms and bottles. In order to optimise synergies, the two companies were merged in 2004
and became Resilux Schweiz AG. As per December 31st, 2009 this company has a capital of CHF 18,000,000.
4) Greece
In June 2000, Resilux started up a production unit in Greece, Resilux Hellas A.B.E.E. As per December 31st, 2009 this 99%
subsidiary of Resilux Holding B.V. has a capital of e 7,000,000.
5) United States
In December 2000, Resilux NV acquired - through an American holding company set up for this purpose, Resilux Investment
Corporation, Inc. - a shareholding of 16.67% in Resilux America, LLC. This company produces and commercialises PET packaging
for niche markets - such as food products, household products, cosmetics, pharmaceutical products, etc - and continues to invest
in the expansion of its preform activities.
Since January 1st, 2005, Resilux Investment Corporation, Inc. holds all shares of Resilux America, LLC. As per December 31st, 2009
this company has a capital of USD 18,050,000.
6) Hungary
In March 2002, Resilux started a new production unit in Hungary. A new company was set up for this purpose, Resilux Hungária
Packaging Kft. of which currently 70% of the shares are held by Resilux NV and 30% by Resilux Schweiz AG. As per December 31st,
2009 the capital of Resilux Hungária Packaging Kft. is HUF 1,230,468,531, share premiums included.
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ResiluxandtheBrusselsStockExchange
Stock exchange listing
The Resilux share is listed since October 3rd, 1997. Resilux is listed on Euronext Brussels under the code ‘RES’ with
ISIN code BE0003707214 / sector description 2723: Industrials / Containers & Packaging.
During the past 5 year, the stock price of the Resilux share on Euronext Brussels evolved as follows (in Euro):
Some key stock market figures of Resilux are given below (amounts in Euro):
Key stock market figures 2009 2008 2007 2006 2005
Average daily volume in units 984 1,023 1,019 1,118 738
Number of shares on 31.12 1,980,410 1,980,410 1,980,410 1,980,410 1,871,210
Market capitalisation at closing price 90,603,757 59,412,300 75,453,621 86,246,856 74,268,325
Turnover 10,235,996 9,324,703 11,915,980 11,242,097 7,821,558
Highest price 49.90 40.32 50.75 43.55 48.42
Lowest price 23.99 26.75 38.01 34.55 34.00
Closing price 45.75 30.00 38.10 43.55 39.69
Average price 36.98 34.97 44.39 38.96 41.13
Price/cash flow (1) 3.4 3.1 5.4 6.6 6.9
(1) Based on the average number of shares and average price during the year. The total amount of shares has remained the same in 2009.
The Resilux share reached its highest price of e 49.90 on November 23th, 2009. The lowest share price was reached on March 11th
and was e 23.99.
In order to maintain sufficient activity involving the share, a liquidity and market activation contract was concluded with Bank
Degroof NV.
01-01
-2005
01-10
-2005
01-0
7-2005
01-0
4-2005
01-10
-2006
01-0
7-2006
01-0
4-2006
01-01
-2006
01-10
-2007
01-0
7-2007
01-0
4-2007
01-01
-2007
01-0
4-2008
01-01
-2008
01-10
-2008
01-0
7-2008
01-0
4-2009
01-01
-2009
01-10
-2009
01-0
7-2009
01-0
4-201
0
01-01
-201
0
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annual report 2009
Financialcalendar
Annual financial report 2009 and other legal documents available April 30th, 2010
Intermediate statement May 12th, 2010
Annual Shareholders’ Meeting 2010 May 21st, 2010
Dividend ex date May 26th, 2010
Dividend record date May 28th, 2010
Dividend payment (payment date) coupon n°8 May 31st, 2010
Annual information June 1st, 2010
Publication of the half year results for financial year 2010 and analysts meeting August 26th, 2010
Intermediate statement November 10th, 2010
Publication of the results for financial year 2010 and analysts meeting March 17th, 2011
Annual Shareholders’ Meeting 2011 May 20th, 2011
Investorrelations
The annual financial report is available in Dutch, French and English, available as pdf-file on the website www.resilux.com, or as a
standard hardcopy at the Company’s registered seat.
Address: Resilux NV, Damstraat 4, 9230 Wetteren (Belgium)
Telephone: (+32) 9 365 74 74, Fax: (+32) 9 365 74 75
Contact person: Dirk De Cuyper ([email protected])
Financialserviceprovider
Bank Degroof NV has been appointed for the financial servicing towards the shareholders.
Capital-Shares-Votingrights-Shareholders-TransparencylegislationCapital - shares - voting rights
Following a capital increase on December 19th, 2006 the registered capital of the Company amounts to e 17,183,856 represented
by 1,980,410 shares with no nominal value, each of which represents 1/1,980,410th of the capital. As a result of the issuing of a
warrant plan for the staff by the Company at the end of 2002, warrants were allocated to the Company staff, of which an amount
of 11,289 is still circulating, with an exercise price of e 65.41 per warrant, to be exercised until October 2010.
The 166,665 warrants, with an exercise price of € 45 per warrant, subscribed by Compagnie du Bois Sauvage SA on December
19th, 2006 within the framework of a subordinated debenture loan issued by the Company, were bought back by the Company
in June 2009 as part of the early repayment of the related subordinated debenture loan. The shareholders will be requested to
declare these warrants null and void on May 21st, 2010.
Share capital: e 17,183,856
Total amount of issued stock with voting right (nominal value): 1,980,410
Total amount of voting rights (“denominator”) - 1 vote/share: 1,980,410
Total amount of non-issued stock with voting rights in circulation (warrants): 11,289
Total amount of new stock with voting rights after exercising all warrants
(1 vote/new share): 11,289
Total amount of stock with voting rights after exercising all warrants: 1,991,699
Total amount of voting rights after exercising all warrants - 1 vote/share: 1,991,699
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Shareholdersstructure
In accordance with Article 14 of the Company’s articles of association, for the application of Articles 6 to 10 of the Law of May 2nd,
2007 on the disclosure of major shareholdings in issuers whose shares are permitted to share dealing on a regulated market and
containing divers stipulations, the applicable quotas have been set at 3%, 5%, and multiples of 5%.
On the basis of a transparency notification, as received on October 31st, 2008 by the Company (Article 29 of the Transparency
Notification Act of May 2nd, 2007) and the transactions of managers disclosed since (Article 25 bis, §2 of the financial sector and
financial services supervision act of August 2nd, 2002), as at December 31st, 2009, Tridec Stichting Administratiekantoor (STAK)
owned 921,000 shares of the Company (46.51%), the De Cuyper family 113,725 shares (5.74%) and the companies NV Immo Tradec
48,534 shares (2.45%), NV Belfima Invest 30,333 shares (1.53%) and NV Tradidec 30,973 shares (1.56%).
Tridec STAK - a foundation under Dutch law which is controlled and represented by Alex De Cuyper, Peter De Cuyper and Dirk De
Cuyper -, the De Cuyper family and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec act in mutual consultation.
Together they possess 1,144,565 Company shares. This represents 57.79% of the shares, and therefore control of the Company.
All remaining Company shares (42.21%) are owned by the public.
Shareholder Current voting % of issued Possible future % of issued and
rights Company stock voting rights currently non-issued
stock (warrants)
Tridec Stichting administratiekantoor (A) 921,000 46.51% 921,000 46.24%
De Cuyper family (A) 113,725 5.74% 113,725 5.71%
NV Immo Tradec (A) 48,534 2.45% 48,534 2.44%
NV Belfima Invest (A) 30,333 1.53% 30,333 1.52%
NV Tradidec (A) 30,973 1.56% 30,973 1.55%
Public 835,845 42.21% 835,845 41.97%
Compagnie du Bois Sauvage SA
(bought in for destruction) - -
Others 11,289 0.57%
Total 1,980,410 100% 1,991,699 100%
(“denominator”) (“fully diluted”)
(A) Tridec Stichting Administratiekantoor (controlled by Alex De Cuyper, Peter De Cuyper and Dirk De Cuyper) acts in mutual consultation with the De Cuyper family
and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec.
No other transparency notifications pursuant to the Transparency Notification Act of May 2nd, 2007 have been received since
October 31st, 2008.
The shareholders and control structure of Resilux NV is set out in the Corporate Governance Charter of Resilux NV. Even so, this
information can be retrieved on the Company’s website - heading Investor Relations - General Information.
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annual report 2009
CorporateGovernanceDeclaration
1. Corporate Governance Charter
As a Belgian company quoted on Euronext Brussels, Resilux NV uses the Corporate Governance Code, published on March 12th,
2009 as the code of reference, and complies by and large with most principles and provisions of said Code, insofar as applicable.
The Corporate Governance Charter of Resilux NV is available on the website www.resilux.com.
The Corporate Governance Charter of Resilux NV is supplemented by seven Annexes, that are part of the Charter:
Annex 1: Internal regulations of the Board of Directors
Annex 2: Policy concerning transactions and other contractual relationships between the Company, members
of the Board of Directors and members of the Executive Committee
Annex 3: Rules to prevent market abuse
Annex 4: Internal regulations of the Audit Committee
Annex 5: Internal regulations of the Remuneration and Appointment Committee
Annex 6: Internal regulations of the Executive Committee
Annex 7: Remuneration policy
Having regard to specific characteristics such as the scope, nature, activities and governance structure of Resilux, the Board of
Directors decided to depart from the following principles of the Belgian Corporate Governance Code 2009: nos. 7.11 and 7.14.
Principle 7.11 of the Code: “To bring the interests of the members of the executive management in line with those of the
company, an appropriate part of their remuneration package is pegged to the company and individual performances.”
Following a report by and advice from the Remuneration Committee, the Board of Directors ascertained that the current
remuneration package of each member of the executive management consists of a fixed sum and a number of current benefits in
kind and representation allowances, without any further need to introduce any generally variable pay policy in order to bring the
interests of members of the executive management in line with those of the Company.
Principle 7.14 of the Code: ”The remuneration report shall mention the amount of the remuneration and other benefits which
are, directly or indirectly, attributed by the company or its subsidiaries to the CEO.”
In view of the similar yet complementary executive duties carried out by both Dirk De Cuyper and Peter De Cuyper at the head
of the Resilux group, the Board of Directors has, on the advice of the Remuneration Committee decided to mention in the
remuneration report the total amount of remuneration and other benefits that are attributed to them.
2. The Board of Directors
Composition
The Board of Directors of Resilux NV consists of six members:
• Alex De Cuyper, Chairman and non-executive director
• Dirk De Cuyper, Managing Director
• Peter De Cuyper, Managing Director
• Lexxus BVBA represented by its permanent representative Dirk Lannoo, non-executive and independent director
• Francis Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, non-executive and
independent director
• BVBA Guido Vanherpe represented by its permanent representative Guido Vanherpe, non-executive and
independent director
As long as Tridec Stichting Administratiekantoor has a participation of at least 35%, it has the statutory right to nominate four
directors. For the time being, Tridec Stichting Administratiekantoor hasn’t appointed a fourth director.
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Alex De Cuyper set up Thovadec Plastics NV in 1961. He was director of this company until 1988. From 1974 to 1994 he was a
judge of commercial cases at Ghent Commercial Court. After having been Chief Executive Officer of Resilux NV for a number of
years, Alex De Cuyper now chairs the Board of Directors of Resilux NV. He is also director of various other companies.
Dirk De Cuyper obtained marketing, distribution and technical qualifications and worked for Netstal Maschinen AG, a producer
of industrial machinery including machines for making PET preforms, amongst others as subcontractor in sales and services
for the PET department. As Managing Director, Dirk De Cuyper now is responsible for the day-to-day management of Resilux NV.
Peter De Cuyper is Master of Law and Master of Economic Law. After having worked as in-house lawyer for an insurance
company in 1992, he became Financial Director of Resilux NV on January 1st, 1993 and held this position until October 2002.
As from then, besides his function as managing director of Resilux NV, he especially focuses on the further development of
various units.
Dirk Lannoo, permanent representative of Lexxus BVBA, is Master of Law. He started his career at General Motors and joined
Katoen Natie in 1986. Today, he is Vice Chairman of Katoen Natie. He is also director of Punch International, the printing and
publishing firm Lannoo, Febiac and the Flanders Institute for Logistics.
Francis Vanderhoydonck, permanent representative of Francis Vanderhoydonck CVBA, is Master of Law and Economic
Sciences and obtained an MBA from New York University. From 1986 to 1998, he worked at Generale Bank, where he held
a number of positions in the investment banking department. From 1995 to 1998, he was responsible for this department.
Now, he works with Maple Finance Group, which is specialised in the management of private equity investment funds and
corporate finance. He is also director in a number of companies.
Guido Vanherpe, permanent representative of BVBA Guido Vanherpe, has a Master degree of Economics and a Master of
Business Administration. He began his career with Proctor & Gamble Belgium. From 1989 to 1993, he worked with Unilever
Belgium (Sales & Marketing Manager, Chilled Foods Division) and then moved to the La Lorraine Bakery Group (Sales &
Marketing Manager) where he was appointed CEO in 1995. Guido Vanherpe is likewise the CEO of Vanobake Baking & Milling
Group (holding company), an independent director with Country Chef NV (ready-made meals) and member of the management
board of Saint Barbara College (Ghent – secondary school).
He also acts as chairman of the management board of the AIBI (Association Internationale de la Boulangerie Industrielle
or International Industrial Baking Association) and is a member of the board of the FGBB (Federatie van Grote Bakkerijen van
België or Federation of Large Bakeries of Belgium) and FEVIA (Federatie van de Voedingsindustrie in België or Food Industry
Federation of Belgium).
Two of the six members of the Board of Directors of Resilux NV are executive directors, namely Dirk De Cuyper and
Peter De Cuyper. They are both Managing Director.
Alex De Cuyper, Chairman of the Board of Directors, has no executive role in Resilux NV. The same applies to the three
independent - as in the Company Code and annex A of the Corporate Governance Code 2004 - directors of Resilux NV, being:
- Lexxus BVBA represented by its permanent representative Dirk Lannoo, who - following the resignation of Dirk Van den Broeck -
was co-opted by the Board of Directors on March 8th, 2006 and was appointed independent director for a period of six years by
the General Meeting of Shareholders on May 19th, 2006;
- Francis Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, who is a member of
the Board of Directors since 1999 (albeit initially as permanent representative of ASIT CVBA) and was appointed independent
director for a period of six years by the General Meeting of Shareholders on May 19th, 2004;
- BVBA Guido Vanherpe represented by its permanent representative Guido Vanherpe who, after the resignation of
Luc De Cuyper, on November 26th was co-opted by the Board of Directors, and on May 16th, 2008 appointed by the
General Meeting of Shareholders for a period of four years.
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15
annual report 2009
These non-executive and independent directors are not (and have not been) employees of Resilux NV or a related company.
There is no other relationship with the company or its Directors that could jeopardise their independence as Director.
The Internal Regulations of the Board of Directors are set out in Annex 1 to the Corporate Governance Charter of Resilux NV.
The Internal Regulations relate amongst others to the composition, the competence and the operation of the Board of Directors.
Activities report
In 2009, the Board of Directors has met seven times in the registered office of the Company. Alex De Cuyper, Peter De Cuyper,
Dirk De Cuyper and Francis Vanderhoydonck attended all of the meetings. Guido Vanherpe attended six of the seven meetings,
Dirk Lannoo four of the seven.
At the meetings of the Board of Directors, various items came up for consideration. These items included the discussion of the
financial results, audit and control (internal and external), establishment and approval of all required legal documents, claims
and litigation, introduction of new regulations, remunerations and fees, Corporate Governance, the operation of the different
committees, the approval of the company’s strategy, research and development, financing and optimizing of the financial structure,
the evolution of the operations and the state of affairs in the subsidiaries, discussing the budgets and the approval of new
investment projects, reorganisation and changes in the group structure and the organogram the establishment of potential new
sub production units, customer projects and cooperation projects (joint venture), the purchase of real estate, the early repayment
of the subordinated debenture loan of Compagnie du Bois Sauvage SA and the purchase of the related warrants, and the internal
and external organisation and reinforcement of the group and of each subsidiary.
Beside these formal meetings, informal meetings were regularly held to inform and consult with the members of the Board of
Directors on the progress of specific matters, including the evolution at the subsidiaries. The executive directors report regularly
to the Chairman of the Board of Directors, who in turn informs and consults with the other directors. In this way, all directors,
including the non-executives, are closely involved in the development of, and the control over the policy of the company and
the group.
Appraisals
In accordance with the relevant Corporate Governance guidelines the non-executive directors held annual appraisals
on January 12th, 2009 and November 23rd, 2009, of the interrelationship between the Board of Directors and the Executive
Committee.
Furthermore, on January 12th, 2009 the full quorum of the Board of Directors undertook a periodical (3-yearly) appraisal of its
own size, composition, operations and effectiveness, as well as the operations of the Audit Committee and the Remuneration &
Appointment Committee.
These appraisals showed that the operations, composition and interrelationships between the various bodies of the Company are
sufficiently effective and adequate with a view to the proper fulfilment of their respective responsibilities.
3. The committees set up by the Board of Directors
a. Audit Committee
At the end of 2004 the Board of Directors of Resilux NV set up an Audit Committee, which assists the Board of Directors in its
supervisory and monitoring role with a view to control in the broadest sense. The Audit Committee’s tasks relate to monitoring,
analysis and advice regarding internal control and risk management, internal and external audit, and financial reporting as well as
the evaluation of the independancy of the external auditor. The decision making remains with the Board of Directors.
The Audit Committee consists of three members, who are all non-executive and independent directors, namely Francis
Vanderhoydonck CVBA represented by its permanent representative Francis Vanderhoydonck, Lexxus BVBA represented by its
permanent representative Dirk Lannoo and Guido Vanherpe BVBA, represented by its permanent representative Guido Vanherpe.
The Audit Committee met five times in 2009. Francis Vanderhoydonck and Guido Vanherpe attended each meeting. Dirk Lannoo
attended three meetings.
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The Internal Regulations of the Audit Committee are set out in Annex 4 to the Corporate Governance Charter of Resilux NV.
The Internal Regulations relate amongst others to the composition, the competence and the operation of the Audit Committee.
b. Remuneration and Appointment Committee
At the end of 2004 the Board of Directors of Resilux NV set up a Remuneration and Appointment Committee.
The Remuneration and Appointment Committee submits proposals and suggestions to the Board of Directors in relation to the
Company’s appointment and remuneration policy of directors, the CEO and the other members of the Executive Committee, as
well as their individual appointment and remuneration.
If required, the Board of Directors shall submit proposals in these matter to the Company Shareholders. The competence to decide
upon the appointment and the individual remuneration of the directors of the Company is entrusted to the Shareholders.
The Remuneration and Appointment Committee consists of three members, who are all non-executive and - except one
(the Chairman of the Board of Directors) - independent directors, namely Francis Vanderhoydonck CVBA represented by its
permanent representative Francis Vanderhoydonck, Lexxus BVBA represented by its permanent representative Dirk Lannoo,
and Alex De Cuyper.
The Remuneration and Appointment Committee met three times in 2009. Alex De Cuyper and Francis Vanderhoydonck attended
each meeting. Dirk Lannoo was excused one time.
The Internal Regulations of the Remuneration and Appointment Committee are set out in Annex 5 to the Corporate Governance
Charter of Resilux NV. The Internal Regulations relate amongst others to the composition, the competence and the operation of
the Remuneration and Appointment Committee.
4. The Executive Committee
Operation and interaction Managing Directors and Executive Committee
The Executive Committee is responsible for implementing the decisions that were taken by the Board of Directors and
for managing Resilux NV, without prejudice to the competence of the Managing Directors as to the company’s
day-to-day management.
As far as the day-to-day management of the company is concerned, Managing Director Dirk De Cuyper is in generally responsible
for production, purchase and research, development and innovation, while Managing Director Peter De Cuyper mainly takes
care of the financial/administrative part and provides support to the various subsidiaries of the Resilux group. Both Managing
Directors take care of the sales, the sales strategy and the sales organisation of the group and each individual unit. They are jointly
committed to the further development and growth of the group.
The Internal Regulations of the Executive Committee are set out in Annex 6 to the Corporate Governance Charter of Resilux NV.
The Internal Regulations relate amongst others to the competence, as well as to the operation and the composition of the
Executive Committee.
Composition
In 2009, the Executive Committee of Resilux NV consisted of five members, amongst whom three non-members of the Board of
Directors:
• Dirk De Cuyper, Managing Director
• Peter De Cuyper, Managing Director
• Harry van Hassel, Marketing & Sales Director
• William Dierickx, Technical Director
• Ivan Dierickx, Production Director
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annual report 2009
Harry van Hassel has many years of experience in the European PET market. Before joining Resilux NV in 1994, he worked
as Assistant Sales Manager at Janssens Pharmaceutica (1973 to 1979), as Sales Manager at PLM Glasindustrie Dongen B.V.
(1980-1988), as Marketing and Sales Manager for Europe at PLM Strongpac (1988-1989) and as Commercial Director for Europe
at Wellstar, later Constar B.V. (1989-1993).
William and Ivan Dierickx are technicians with many years of extensive experience in injection moulding production. From 1978 to
1990 they worked for Thovadec Plastics NV, an injection moulding company owned by the family De Cuyper. After having worked
for Plastimat NV, a PET company, they started up the operational activities at Resilux NV. Now, William and Ivan Dierickx are
responsible for all technical and production related matters at Resilux NV.
Organisation
The Executive Committee meets whenever the company’s interest requires a meeting to be convened. In principle, there is one
meeting per week.
5. The Auditor
The mandate for the supervision of the annual accounts of the company that was entrusted to Auditor Baker Tilly JWB
Bedrijfsrevisoren BVBA, Collegebaan 2D in 9090 Melle, represented by Ms Benedikt Joos has been renewed during the General
Shareholders’ Meeting of May 21st, 2007 for a period of three years.
The Auditor has issued a report without reservations on the company for the statutory and consolidated annual accounts of
the financial year ending on December 31st, 2009.
The fees that were paid to the Auditor in 2009 are listed in the notes to the annual accounts.
Remunerations for complementary services include services of audit, tax and other services in addition to the normal
audit services.
6. Remunerationreport
a. Non-executive directors
Article 22 of the articles of association stipulates that the assignment of the board of directors shall be unremunerated, unless the
General Meeting of Shareholders should decide otherwise.
On a proposal of the Board of Directors, the General Meeting of Shareholders of May 16th, 2008 approved a fee of €15,000 per
year for each independent non-executive directors, and for the Chairman, who is a non-executive director, benefits in kind in the
form of a car and a mobile telephone (including the costs for using these benefits in kind).
No remuneration was attributed to the two executive directors in their capacity of directors.
In 2009, the following fees were attributed to the non-executive directors:
Lexxus BVBA, with permanent representative Dirk Lannoo € 15,000
Francis Vanderhoydonck CVBA, with permanent representative Francis Vanderhoydonck € 15,000
Guido Vanherpe BVBA, with permanent representative Guido Vanherpe € 15,000
Alex De Cuyper Car and mobile telephone made available
(including the costs for
using these benefits in kind)
b. Executive Committee (including executive directors)
Remuneration policy
The remuneration policy and the individual remuneration of the members of the Executive Committee, including the executive
directors in their capacity of member of the Executive Committee, were on proposal and recommendation of the Remuneration
Committee, established or approved by the Board of Directors of the Company.
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The level and structure of the remuneration of the members of the Executive Committee are such that, taking account of the
nature and scope of their individual responsibilities, qualified and expert professionals can be attracted, retained and motivated.
Information available on the remuneration of similar positions in other Belgian companies, as well as the concrete duties within the
Company are taken into account for the concrete implementation.
The current remuneration package of each member of the Executive Committee consists of a fixed amount and a number of
current benefits in kind and representation allowances, without any further need to introduce any generally variable pay policy in
order to bring the interests of members of the executive management in line with those of the Company.
For all members of the Executive Committee who are not directors, an additional pension is provided on the basis of a pre-
stipulated contribution. The build-up and management of this pension scheme have been entrusted to an insurance company.
No (performance-related bonuses in) shares, share options or other rights to acquire shares were attributed in 2009 to one or
more members of the Executive Committee, nor were there any exercises or lapsing thereof.
No recruitment or departure arrangements were made with members of the Executive Committee in 2009.
Remuneration of members of the Executive Committee, with the exception of executive directors
The members of the Executive Committee, with the exception of two executive directors, were paid a total remuneration
of € 655,235.81 in financial year 2009.
These amounts include:
Basic salaries (gross): € 557,436.19
Contributions to the pension scheme / groupinsurance: € 74,317.03
Other components: benefits in kind and representation allowances: € 23,482.59
Some of the members of the Executive Committee, who are not directors, hold jointly 1.00% of the shares of Resilux NV. They also
hold 2,000 warrants under the warrant plan issued by notarial deed of December 23rd, 2002 (exercisable until October 2010).
Remuneration of Executive Committee members, executive directors
The two executive directors received a remuneration amounting to € 1,021,883.11 in financial year 2009.
These amounts include:
Basic allowances (gross): € 1,001,845.08
Other components: € 20,038.03
7. Internal control and risk management systems
The management of the Company reports on a continuous basis and as and when required to the Audit Committee and to the
Board of Directors on the existing risk management systems and the actions taken to control the most important risk factors
relating to the Company’s activities such as, in particular, the financial risks (forex, interest rate, customer, supplier, stock,
financing risks, etc), the insurance risks (such as transport, product liability, material damage), quality risks, production process
risks and risks for IT (system security), intellectual property, legal claims and disputes, invoicing processes, corporate compliance,
personnel, stock control, investments and the organisation and strategy of the Company.
On the basis of these reports, on November 23rd, 2009, the Board of Directors, after perusing the report of the Audit Committee,
took note of the fact that the absence of an internal audit position, i.e. an internal auditor who carries out independent checks,
issues a report on the systems and procedures for internal control and risk management - was found justified up to that point,
considering the scope of the organisation and the proper functioning of the existing systems and procedures for internal control
and risk management, which were strengthened further in the course of 2009.
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annual report 2009
As a more professional approach is needed on this front, it was decided that management would in 2010 take stock of and
categorise further points of special attention for internal control and risk management systems, and where required, would chart
and implement policies, management systems and audit processes.
The aim in this connection is to have created an independent internal audit position by December 31st, 2010.
8. Transactions between related parties
Legal conflicts of interest
Article 523 of the Companies Code provides a specific procedure within the Board of Directors in the event of a possible conflict
of interest concerning equity for one or more directors when it comes to decisions taken or transactions carried out by the Board
of Directors. The decision or transaction concerned, the resolution adopted as well as the equity-related consequences must be
entered in the minutes and be included in extenso in the Company’s annual report.
This procedure does not apply to decisions or transactions during the normal course of business at normal market conditions.
Likewise, it does not apply to decisions or transactions between companies where one company directly or indirectly holds at least
95% of the voting shares in the other company and transactions and decisions between companies where at least 95% of the voting
shares in both companies is directly or indirectly in the hands of another company.
Article 524 of the Code of Companies also provides for procedures and rules for transactions and decisions between connected
companies. In specific, these transactions must be presented to a committee of 3 independent directors. This committee is
assisted by one or more independent experts appointed by the committee. The committee must present a justified, written opinion
to the Board of Directors on a number of legally defined items. After having taken note of the report, the Board of Directors must
deliberate and vote on the proposed decision or transaction. If the Board departs from the committee’s recommendation, this
must be justified in the minutes. The Auditor evaluates the reliability of the data provided in the committee’s recommendation
and in the minutes from the Board of Directors meeting. The committee’s decision, an excerpt from the minutes of the Board of
Directors and the Auditor’s opinion are reported in the Company’s annual report.
Application of article 523 of the Companies Code - Excerpt from the minutes of the Board of Directors meeting of January 12th, 2009:
“Agenda item 3: Discussion and decisions on proposals of the Remuneration and Appointment Committee on the pay of individual
members of the Executive Committee of Resilux NV (fixed/variable) + (conflict of interest regulation, article 523 of the Companies
Code). Before initiating the discussions of item 3), the Chairman informs the Board that Dirk De Cuyper and Peter De Cuyper have
reported a conflict of interest concerning equity within the meaning of Article 523 of the Companies Code concerning this agenda item.
The conflict of interest arises because both of these gentlemen have a direct equity-related interest in the decision that the Board of
Directors will have to take as regards their remuneration status.
The directors concerned also mention that they will apprise the Company’s auditor of their interest.
The secretary is asked to enter this statement by the directors concerned, as well as the grounds for justification in the minutes of this
meeting.
The directors concerned then leave the meeting for the deliberation and voting on this item on the agenda for which they have
informed the meeting that they have a conflict of interest.
After deliberation, the Board of Directors decides unanimously, according to the proposal of the Remuneration and Appointment
Committee of January 12th, 2009 (cf. point 2 supra) to:
a) Attribute, exceptionally, a bonus to Messrs Dirk De Cuyper and Peter De Cuyper of € 200,000 gross each for their special services
rendered in the course of 2008 in connection with special projects and/or the follow-up and dealing with special points of interest
within the organisation;
b) Increase the total gross remuneration attributed annually to Messrs Dirk De Cuyper and Peter De Cuyper by € 200,000 each,
effective as of January 1st, 2009.
The Board of Directors believes that these decisions are in the interest of the company, taking into account the increasing
responsibilities and executive tasks of these two people in Resilux and the group, as well as the role that they have both assumed in
the further expansion of the organisation and growth of the companies of the entire group.
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As regards the equity-related consequences of the decision for the company and the group, it is ascertained that these are of a purely
financial nature and depend on the applicable regulations, the economic reality and, in principle, the continuation of the current
situation and relations within the group.
When the deliberation and voting have been completed, Dirk De Cuyper and Peter De Cuyper rejoin the meeting.”
Certain other transactions or contractual relationships with Director or members of the Executive Committee
In 2009, following transactions or other contractual relationships between Resilux on the one hand and the members of the
Board of Directors or the members of the Executive Committee of Resilux NV on the other hand that fell outside the legal
provisions on conflicts of interest:
Performer of services Provision of services EUR
Asit CVBA, with its permanent representative
Francis Vanderhoydonck Financial intermediary Compagnie du Bois Sauvage SA 7,500.00
FVDH Beheer BVBA, with its permanent
representative Francis Vanderhoydonck Financial intermediary and support by negotiations joint venture 25,121.25
The policy concerning transactions and other contractual relationships between Resilux NV on the one hand and the members
of the Board of Directors or the members of the Executive Committee on the other hand are set out in Annex 2 to the Corporate
Governance Charter.
Market abuse
People with managerial responsibilities in an issuer of financial instruments and people closely linked with them must report their
personal transactions in certain categories of securities of said issuer to the Banking, Finance and Insurance Commission (known
by the French initials “CBFA”).
This obligation to report arises out of the financial sector and financial services supervision act of August 2nd, 2002 (article 25bis,
§2) and articles 13 and 14 of the Royal Decree of March 5th, 2006, which transposes the European legislation on the matter.
Pursuant to Article 15 of the Royal Decree, the CBFA makes the reported transactions public.
By virtue of this legislation, as well as pursuant to the Company’s Corporate Governance Charter, members of the executive
management reported the following stock exchange transactions in securities of Resilux NV in 2009:
Transaction date Sale Acquisition Number of stock
March 19th, 2009 X 160
The rules stipulated by the Board of Directors of Resilux NV to prevent market abuse, which include a code of conduct for each
member of the Board of Directors or Executive Committee, are described in Annex 3 to the Corporate Governance Charter of
Resilux NV.
Other transactions
No other transactions to mention.
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Operations
Production process
In addition to bottles and wide mouth jars, packaging foils and blister packs are also made from PET. Strictly speaking, these two
applications should also be included in PET packaging, but since they only constitute a minor application and do not form part of
Resilux’s operations, only the production of PET bottles will be considered here.
The production of bottles from PET plastic uses the technique of injection moulding and blowing. This can be done in one single
stage, where the plastic is injected and blown into bottles in a single production line.
There is also a two-stage process where first PET preforms are produced on a production line and then another machine blows
them into bottles.
The two-stage process yields a higher output per unit time, and enables the geographic decentralisation of preform and bottle
production. The volumes transported to bottling companies are thus lower than with fully blown bottles.
The two-stage process for producing PET bottles
PET preforms are produced in 4 steps:
1. The PET plastic (in the form of granulate) is dried to avoid moisture affecting the mechanical properties of the product;
2. The dried PET is melted in an extruder, mixed, and may also be coloured;
3. The molten PET is injected into a mould, and it then solidifies to yield a solid preform;
4. The preforms are taken out of the injection mould and after cooling stored for transport to the customer.
The market players in the PET preform and bottle sectors
Producers of PET preforms and bottles can be divided into four categories:
• Producers being part of a multinational in the packaging industry;
• Producers being part of a filling company;
• Independent producers;
• Producers being part of a PET raw material producer.
Packaging multinationals: integration of PET production
In the packaging industry there have been concentrations that have created a number of worldwide groups that produce and sell
an extensive range of packaging materials, including PET. As a result of acquisitions, these groups have their own preform and
bottle factories. In most cases the integration is only partially.
Production of PET bottles by filling companies
Some very large beverage producers make preforms and bottles themselves instead of buying them externally. Here also,
the integration is not always fully completed.
It is estimated that these two first categories form approximately one third of the European preform market.
Independent producers: small scale by nature
In Europe there are tens, and in the world hundreds, of producers of PET preforms and/or bottles. These producers often operate
regionally or nationally. In many cases they have a high degree of turnover concentration because they only supply one or two
large customers. In Europe, only a small number of producers (amongst which Resilux) have activities in different regions.
First stage
PET plastic Injection moulding PET preforms
Second stage
Blowing PET bottles
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annual report 2009
Producers being part of a PET raw material producer
Some very large producers of PET raw materials have decided some years ago to start to produce preforms themselves. This is in
particular in Europe with the larger suppliers of PET raw materials.
PET as a packaging material - position
Convincing product characteristics
PET is an excellent material for bottles and other packaging due to a number of specific product characteristics that make it
superior to its competitors on the packaging market. By making a comparison on the basis of a number of requirements that
packaging material for drinks and food have to satisfy, PET clearly emerges as the most versatile material.
Material properties PET Glass Tins (alu.) PVC
Transparency ++ ++ - - ++
Resistance to breaking ++ - - ++ ++
Liquid barrier ++ ++ ++ ++
Gas barrier + ++ ++ +
Hot Fill (*) + ++ ++ - -
Use in microwave ovens + ++ - -
Recyclability ++ ++ ++ - -
Packaging/product interaction ++ ++ + +
Flexibility of design ++ ++ + ++
(*) important for certain products with specific shelf life requirements
Legend: ++ + - - -
excellent good average poor Source: Industry Sources
The production of PET bottles is less capital intensive than glass or cans. The transport and storage of PET is also less expensive.
The energy use is less for PET than for glass and aluminium.
A robust market share in the packaging market
PET has been used for drinks packaging since 1970, and has been growing steadily since then.
The first phase of growth: large CSD packaging
PET bottles were initially mainly used for packaging carbonated soft drinks (CSD) in sizes of 1.5 litres or more.
The growing consumption of PET in this phase was mainly at the expense of glass packaging.
The further breakthrough of PET packaging: more applications in more sizes
Technical developments in the area of product properties and better control of production processes have ensured that PET
packaging has become a viable alternative in a growing number of packaging applications. In addition to this broad wise expansion
(more applications), there has also been development in depth, towards more (smaller) sizes.
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Some of the current applications of PET packaging, divided into segments:
Carbonated Water Other drinks Edible oils Food Non-food
drinks
- Cokes - Spring water - Fruit juices - Miscellaneous - Processed food - Cosmetics
- Lemonades - Mineral water - Alcoholic drinks edible oils - Packaged fruit - Household
- Soft drinks - Sports drinks and table oils and vegetables products
- Ice teas - Ketchup, mayonnaise - Medicines
- Milk and sauces - Detergents
- Beer and wine - Dry snacks
Many new developments are taking place, in particular for barrier-sensitive products such as beer, fruit juices, milk, wine and other
alcoholic drinks. The market of milk and fruit juices experienced a quick growth in 2006, 2007 and 2008 due to a change-over
from other packaging materials to PET.
Core activities
Resilux is specialised in the production and sale of PET preforms and bottles. The use of patented production and processing
techniques guarantees filling companies an uninterrupted supply of bottles and preforms in a wide variety of sizes.
In order to optimise customer service, Resilux also organises the blowing of bottles on the customer’s premises or in the vicinity
of the customer (in-house, satellite and wall-to-wall). Here again, Resilux makes a substantial contribution to the logistical
management (just-in-time) of filling companies.
PET preforms
Resilux supplies a complete range of PET preforms with a wide variety of weights, colours and sizes for the most diverse
applications. Alongside the standard products, Resilux also designs and produces tailor-made models.
The preform weights vary from 10 grams to 124 grams.
With its considerable knowledge and experience in the food, cosmetic and chemical industries, Resilux is able to develop and
supply a suitable PET preform for every liquid product.
The bottles made from Resilux preforms are filled with water, carbonated soft drinks, edible oils, ketchup, detergents, milk, beer,
soft drinks, wine, juices, etc.
The preforms can be monolayer or multilayer. The multilayer preforms have several benefits for soft drinks, beer, milk and wine.
The barrier properties are greatly improved by the layer that is injected between the various PET layers. A higher barrier degree
can also be obtained in other ways (such as ‘blending’). Resilux can offer a very wide range of barrier products to its customers.
Its valuable expertise in the field of recycling enables Resilux to produce, if requested by the customer, preforms made from
recycled material.
PET bottles
Resilux applies the most strict quality standards to its production of PET bottles for one-way or multiple use. Bottles suitable for
multiple use are somewhat heavier than the one-way bottles and are characterised by their great firmness. Refillable bottles can
be used up to 15 to 20 times. This market is however small compared to the one-way bottles.
Resilux PET bottles are used worldwide on a large scale as packaging for a variety of liquid products. There is an unlimited variety
of shapes, weights, colours and sizes of PET bottles, and there are also ‘specials’ for hot-fill liquids.
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annual report 2009
Hot-fill is a process in which products are filled at a high temperature, whereby the product is packaged sterilised and has a longer
shelf life. It is currently possible to hot fill new types of PET bottles without the bottle losing its form or firmness as a result.
Hot-fill PET is suitable for use as packaging for products where sterilisation or pasteurisation is important, including:
• Fruit juices and fruit drinks
• Milk
• Ice tea and certain ‘new age beverages’
Blowing projects
Resilux is also specialised in blowing preforms into bottles. Thanks to its experience in the production of preforms, Resilux has
developed the knowledge and experience that is required for blowing bottles.
Upon request, Resilux organises the bottle blowing in a production area of the customer (in-house) or in a separate hall right next
to the existing production facilities (wall-to-wall).
The benefits of Resilux professionals blowing the bottles are undeniable. The customer can concentrate on his core business
(production, filling and selling), and the costs of storage and transport of PET preforms and bottles are greatly reduced.
Resilux currently has three in-house blowing projects.
Research & development
The Resilux R&D centres play a vital role in the search to optimise and to improve the technical possibilities of pet packaging.
Currently we see an increased search to reduce the weight of the packaging. This can be achieved in two ways: by lowering the
neck (like with the new water neck finish and the new 28mm PCO 1881) and by lowering the weight of the body of the bottle.
For this light-weighting technical know-how is needed to optimise the preform- & bottle designs. Also the demand for improved
barriers for pet bottles keeps on growing.
To assist its customers with their light-weighting programs and their barrier needs, Resilux has R&D activities in its own labs in
Belgium, Spain and the USA, but also in the factories of local filling companies. This cooperation has helped Resilux to develop new
barrier technologies like ResiOx for improved oxygen barrier, ResiMid & ResiMax for improved CO2 and O2 barrier and ResiBlock
for light barrier. With these new barriers Resilux is considered as the reference for these new applications.
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Productionunits
BELGIUM, Wetteren - Resilux NV
In addition to the statutory seat, Wetteren is also the largest production location for one-way, multiple use, and multilayer PET
preforms. Resilux NV has 15 production lines at the end of 2009, with a combined annual capacity of around 1.2 billion preforms.
The production capacity in Wetteren is used for supplying preforms to the North-West of Europe, as well as for export outside
Europe. The Belgian establishment specialises in developing new technologies, such as different applications to increase the
barrier characteristics. These products can be delivered worldwide.
SPAIN, Higuera la Real - Resilux Ibérica Packaging S.A.
This production unit, located in the south of Spain between Sevilla and Badajoz, has 8 production lines with a total annual capacity
of around 700 million preforms. The clientele is growing steadily. The majority of the products are supplied in Spain and Portugal.
Moreover, product applications have also increased greatly. Alongside preforms for waters, soft drinks and edible oils, preforms
are also produced for filling with fruit juices. As from November 2007, this Spanish entity has 2 blowing lines.
GREECE, Patras - Resilux Hellas A.B.E.E.
The Greek production unit is located in Patras, a medium sized port city around 200 km to the west of Athens. This establishment
was set up in the middle of 2000 and has 5 production lines at the end of 2009, with a total annual production capacity
of around 600 million preforms. The preforms (for water and carbonated soft drinks) are mainly intended for the Greek market.
From here, exports can also go to parts of Central Europe, North Africa and the Black Sea regions. The Greek entity currently
also has 2 blowing lines.
RUSSIA, Kostroma - Resilux-Volga OOO
Resilux currently produces in Russia using 8 production lines with a capacity of around 450 million preforms. The factory is located
in Kostroma, around 350 km to the north east of Moscow. The preforms are used for making bottles for water, fruit juices and beer
and are sold exclusively in the Russian Federation.
SWITZERLAND, Bilten and GERMANY - Resilux Schweiz AG
Resilux Schweiz AG comprises all operations in Switzerland and Germany. Besides the preform activities, Resilux Schweiz AG
also has important blowing activities. This entity currently has 8 production lines and various blowing lines in Bilten. Besides this,
Resilux Schweiz AG also has 2 in-house projects in Switzerland and 1 in-house project in Germany.
USA, Pendergrass, Atlanta - Resilux America, LLC
In December 2004, Resilux Investment Corporation, Inc. acquired all shares of Resilux America, LLC. Previously, this corporation
was a joint venture, set up in 2000, together with American partner, Summit International, LLC, specialised in the design and
development of PET packaging. In addition to the further development of new PET packaging, PET containers and preforms for
niche markets are produced and commercialised. This mainly concerns non-season-related markets with a high added value,
such as food products, household products, cosmetics, personal hygiene, pharmaceutical products and specialities.
HUNGARY, Tuszér - Resilux Hungária Packaging Kft.
In the establishment in Hungary, which became operational in March 2001, 6 production lines are used for production at the end of
2009. The total capacity is 480 million preforms. The customers are located in Central Europe.
Sales network
In addition to its various production facilities, Resilux has an extensive network of sales offices and agencies, spread across
different continents. This local presence enables to monitor developments on the different markets from very close by and to
meet the needs of customers quickly and efficiently.
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annual report 2009
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1
2
983
4
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Overview of production units:
1. Belgium - Wetteren
2. Spain - Higuera la Real
3. Switzerland - Bilten
4. Greece - Patras
5. Russia - Kostroma
6. Hungary - Tuszér
7. USA - Atlanta, Georgia
In-house projects:
8. Switzerland - Sion
- Bischofzell
9. Germany - Gerolstein
Productionunits
Atlanta
Wetteren
Bilten
Bischofzell
Sion
Gerolstein
Tuszér
Patras
Kostroma
Higuera la Real
Productionunits
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annual report 2009
29
DeclarationregardingtheinformationgivenintheannualreportforthefinancialyearendingonDecember31st,2009Article 12 of the Royal Decree of November 14th, 2007 on the obligations of issuers of financial instruments admitted to trading on a
regulated market.
The undersigned declare that:
- the annual accounts, which are in line with the standards applicable for annual accounts, give a true and fair view of the
capital, the financial situation and the results of the issuer and the consolidated companies;
- the annual report gives a true and fair view of the development and the results of the company and of the position of the
company and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.
Dirk De Cuyper Peter De Cuyper
Managing Director Managing Director
ReportoftheBoardofDirectors
1. Introduction
During 2009 Resilux has known a further increase of the sold volumes and the results based upon the efforts of the previous years
in marketing, sales organization and in the general strengthening of the organization.
Resilux combined this volume increase with further use of economies of scale and optimal utilization of the existing infrastructure.
The net financial debts have been further reduced in a way that at the end of 2009, the balance sheet of Resilux shows a solid
financial structure.
Furthermore Resilux has increased the technology component and has further strengthened the organization.
The financial and economic situation has no immediate noticeable impact on the sales and the results of the group.
2. Consolidation base
In 2009, The Rumanian company Resilux South East Europe srl., was established as a subsidiary of Resilux Hungária Packaging Kft.
Since the foundation, this company is included in the consolidation base following the method of full consolidation.
3. IFRS
Since 2004 Resilux reports in accordance with the International Financial Reporting Standards set up by IASB, so that the different
data over the exercises in this annual report are always established according to the IFRS rules.
4. Operating results
In 2009, Resilux has continued to improve operating results, thanks to the combination of increased sales volumes, improved
margins, economies of scale and optimal use of the existing infrastructure.
As part of its balance sheet management, Resilux has further reduced the net financial debts.
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30
Sold preforms and bottles
The number of preforms sold rose during the financial year 2009 by 9.9% to 3,483 million pieces compared to 3,168 million pieces
in 2008. During the first half year of 2009, sold performs were still at the level of first semester 2008 but in the second half year
sold preforms increased by more than 20% compared to the second half of 2008.
The strongest increase of the volumes was in Russia, Central Europe and Spain. The volumes in North-West Europe showed a
slight decrease.
The number of bottles sold decreased by 11.7% to 374 million bottles. This decrease occurred mainly in Greece and Germany.
Preforms & bottles sold (in millions of pieces)1
(1) As from 2005, the volumes of the production unit in the United States were incorporated.
Spain and Portugal (20%) Spain and Portugal (20%) Spain and Portugal (20%)
Eastern-Europe (14%) Eastern-Europe (14%) Eastern-Europe (14%)
Germany (13%) Germany (12%) Germany (14%)
Greece and Cyprus (12%) Greece and Cyprus (10%) Greece and Cyprus (11%)
Russia (9%) Russia (8%) Russia (6%)
France (6%) France (6%) France (7%)
Scandinavia (5%) Scandinavia (6%) Scandinavia (5%)
Benelux (5%) Benelux (4%) Benelux (5%)
United States (4%) United States (5%) United States (3%)
United Kingdom (3%) United Kingdom (3%) United Kingdom (5%)
Switzerland (2%) Switzerland (3%) Switzerland (3%)
Others (7%) Others (9%) Others (7%)
Preforms sold per country:
in 2009 in 2008 in 2007
<
2000
Preforms Bottles
2001 2002 2003 2004 2005 2006 2007
1382
187
1678
560
1882
705
1952
446
1670
365
2067
379
2643
418
2860
468
3168
3483
424374
3500
3000
2800
2600
2400
2200
2000
1800
1600
1400
1200
1000
800
600
400
200
0
2008 2009
annual report 2009
31
Bottles sold per country:
in 2009 in 2008 in 2007
Switzerland (55%) Switzerland (50%) Switzerland (46%)
United States (22%) United States (19%) United States (17%)
Germany (20%) Germany (21%) Germany (27%)
Spain (2%) Spain (2%) Spain (3%)
Greece (1%) Greece (8%) Greece (7%)
Belgium (24%) Belgium (31%) Belgium (34%)
Spain ( 21%) Spain ( 21%) Spain (21%)
Hungary (13%) Hungary (11%) Hungary (11%)
Russia (13%) Russia (8%) Russia (6%)
Greece (12%) Greece (11%) Greece (14%)
Switzerland (11%) Switzerland (11%) Switzerland (11%)
United States (6%) United States (7%) United States (3%)
Carbonated Carbonated Carbonated
drinks (38%) drinks (38%) drinks (36%)
Water (27%) Water (27%) Water (30%)
Beer (10%) Beer (9%) Beer (9%)
Fruit juices (9%) Fruit juices (12%) Fruit juices (13%)
Milk (7%) Milk (5%) Milk (3%)
Oil (4%) Oil (5%) Oil (5%)
Detergent (4%) Detergent (3%) Detergent (3%)
Ketchup (1%) Ketchup (1%) Ketchup (1%)
Preforms sold per production unit:
in 2009 in 2008 in 2007
Sales per type of preform:
in 2009 in 2008 in 2007
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32
The increase of sold quantities is due to the continuous growth of the market of PET packaging as a result of a competitive
advantage compared to other packaging technologies regarding energy and raw material consumption.
Furthermore, the increase is also the result of the implementation of the new sales strategy of Resilux whereby the geographical
spread within Europe remains an important factor.
The qualitative and quantitative strengthening of the sales organisation remained, also in 2009, a priority that contributed
to the growth.
The sales of barrier products showed a small decrease due to a decrease of the application juices. All the other applications
showed a growth of the sold volumes 2009 compared to 2008.
Raw Materials
Benelux (Euro per ton)1
1. Own calculations based on data from PCI (PET Packaging, Resin & Recycling) Ltd. The ‘PCI’ is a publication that is used as a market price indicator for the PET
raw material.
It is well known that Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the
applicable market rates. Preform producers generally build up their stocks for the peak period, in order to prepare for the summer
season when volumes are the highest. This means that they buy and process raw materials before the summer season.
Resilux wants in the coming years to further limit its dependence on seasonal activities. Furthermore, the company has a strict
policy regarding the inventories.
After a sharp decrease of the raw material prices in 2008, raw material prices showed a slight increase towards the summer
season. After the summer the raw material prices decreased but increased again towards the end of 2009. During 2010, the prices
of raw materials have shown a further increase.
Turnover
Despite the increase in volumes, the turnover decreased in 2009 compared to the previous financial year by 4.1% to e 201.5
million. This was caused by a decrease of the raw material prices. In 2008, the turnover rose by 4.7% with respect to 2007.
However, turnover is not a good parameter due to fluctuations in PET prices being passed on to customers.
Effect of the earthquake
In June 2008 an earthquake occurred in Greece. The production unit of Resilux was damaged. The production was temporarily
stopped but Resilux managed to restart the operational activities quickly, however with some limitations. In the mean time, the
damage file at the insurance company has been settled entirely. All costs and compensations regarding the earthquake are
considered as non recurrent.
The total consolidated figures of 2008 include the following non recurrent items: added value and operational cash flow
e 5.3 million, operating result e 0.9 million and result after taxes e 0.4 million.
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annual report 2009
Added Value
The added value decreased in 2009 by 5% to e 50.6 million or a total decrease of e 2.7 million. Excluding the effect of the
earthquake in 2008, the added value increased by 6.3%, almost in line with the increase of the volume.
Added value (in millions of Euro)
Operational cash costs
Total other goods and services decreased during 2009 by 2.8%. This decrease is mainly explained by higher costs in 2008 due to
the earthquake in Greece.
The total staff costs increased by 13.8% or € 2.6 million because of salary indexations and additional hiring to strengthen the
organization in order to be able to fill the needs of the market, to fill in future growth and to increase the technology component of
the group.
Consolidated operating cash flow (EBITDA)
The consolidated operational cash flow decreased in 2009 by 13.0% to € 27.7 million. Excluding the effect of the earthquake in
2008, the operational cash flow increased by 4.6%.
Operating cash flow over time (in millions of Euro)
<
55
50
45
40
35
30
25
20
15
10
5
0
50.6
28.1
2005 IFRS
34.1
2006 IFRS 2008 IFRS 2009 IFRS2004 IFRS
30.9
2007 IFRS
42.0
53.3
35
30
25
20
15
10
5
0
2004 IFRS 2005 IFRS 2006 IFRS 2007 IFRS 2008 IFRS 2009 IFRS
14.216.4
11.8
22.7
31.8
27,7
34
Consolidated operating cash flow (EBITDA) 2009 2008 Change 2009 as a %
(in thousands of Euro) of the total
Resilux NV 5,056 5,892 -14.2% 18.3%
Resilux Ibérica Packaging S.A. 4,906 3,674 33.5% 17.7%
Resilux Russia (*) 2,978 -313 n.s. (***) 10.8%
Resilux Hellas A.B.E.E. 901 8,067 -88.8% 3.3%
Resilux Schweiz AG 10,225 11.409 -10.4% 37.0%
Resilux America (**) 2,028 1.115 81.9% 7.3%
Resilux Hungária Packaging Kft. 2,607 2.573 1.3% 9.4%
EBITDA before consolidation adjustment and Holdings 28,701 32,417 -11.5% 103.8%
Consolidation adjustment and Holdings -1,046 -645 n.s. -3.8%
EBITDA after consolidation adjustment and Holdings 27,655 31,772 -13.0% 100.0%
(*) Resilux Investment OOO + Resilux-Volga OOO + Resilux Distribution OOO
(**) Resilux Investment Corporation, Inc. + Resilux America, LLC
(***) Non significant
In comparison with 2008 the decrease in EBITDA for 2009 was the highest in Greece due to the effect of the earthquake in Greece
in 2008. The activities in Russia have shown a clear improvement of the results during 2008. During 2009 we had the full effect
of the new sales organization and the new sales strategy. The operational cash flow in 2009 in Spain and the United States of
America showed a nice growth while the subsidiaries in Belgium and Switzerland had a slight decrease of the operational cash
flow. The operational cash flow in Hungary increased slightly.
The operational non-cash costs decreased by e 7.3 million. The major part of this decrease is due to extra write offs as a result
of the earthquake in Greece during 2008. Without the effect of the earthquake, operational non-cash costs decreased by e 2.8
million in 2009 compared to 2008.
Investments
The investments over the last few years are as follows (in thousands of Euro):
Investments in the last financial years (in thousands of Euro) 2009 2008 2007
Investments in intangible fixed assets 95 84 140
Investments in tangible fixed assets 10,903 7,263 5,058
Investments in financial fixed assets 0 0 0
Disinvestments 0 -865 -455
Total investments 10,998 6,482 4,743
In 2009 net investments amounted to e 11.0 million. The most important capital expenditures were increases of capacity in
machinery and moulds. During 2009 capital grants were received for an amount of e 0.7 million. Of these capital grants,
an amount of e 0.2 million has been deducted from the additons of fixed assets.
Operating Result
The operating result was positive in 2009 at e 17.0 million, an increase compared with the operating result of e 13.9 million in
2008, this means an improvement of e 3.1 million. Without the effect of the earthquake in 2008, the operating result increased by
31.0% or by e 4.0 million.
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annual report 2009
The breakdown of the operating result per group entity is as follows:
Consolidated operating profit (EBIT) 2009 2008 Change 2009 as a %
(in thousands of Euro) of the total
Resilux NV 2,245 -598 n.s. (***) 13.2%
Resilux Ibérica Packaging S.A. 2,540 1,769 43.6% 14.9%
Resilux Russia (*) 2,413 -803 n.s. 14.2%
Resilux Hellas A.B.E.E. 401 2,307 -82.6% 2.4%
Resilux Schweiz AG 7,972 8,295 -3.9% 46.8%
Resilux America (**) 600 -389 n.s. 3.5%
Resilux Hungária Packaging Kft. 1,715 1,042 64.6% 10.1%
Operating profit before consolidation adjustment and Holdings 17,886 11,623 53.9% 105.1%
Consolidation adjustment and Holdings -866 2,237 n.s. -5.1%
Operating profit after consolidation adjustment and Holdings 17,020 13,860 22.8% 100.0%
(*) Resilux Investment OOO + Resilux-Volga OOO + Resilux Distribution OOO
(**) Resilux Investment Corporation, Inc + Resilux America, LLC
(***) Non significant
5. Financial results
Net financial costs
The net financial charges decreased strongly by e 3.1 million or 46% as a result of the decrease of the net financial debt and the
decreased intrest rates.
The total financial expenses 2009 include a provision relating to the exit of the Belgische Maatschappij voor Internationale
Investering (BMI-SBI). This year the foreign exchange results were negative for e 0.2 million. During last year, these were negative
for e 1.6 million. The total net financial cost amounts to e 3.6 million.
Profit
A profit before taxes of e 13.4 million was thus realised in 2009, compared with a profit of e 7.2 million in 2008. Taxes amounted
to € 2.3 million compared to e 2.7 million in 2008. After taxes, the group realised a profit of e 11.0 million compared with a profit
of e 4.5 million in 2008.
Net Cash flow
In 2009, the net cash flow decreased by 3.3% to e 21.7 million.
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36
Net cash flow (in millions of Euro)
Net financial debt
Resilux reduced also in 2009 strongly its net financial debts with e 11.6 million. The net financial debts amounted to e 22.7 million
at December 31st, 2009, compared with e 34.3 million at the end of 2008 and e 50.6 million at the end of 2007.
After consultation, Resilux NV and Compagnie du Bois Sauvage SA have reached an agreement regarding the early repayment of
the bond loan of e 7.5 million. In total the reduction of the debts amounts to almost e 23 million.
The working capital (inventories plus trade receivables minus trade payables) decreased by e 10.8 million mainly due to a
combination of a decrease of the inventories and increased trade receivables and increased trade payables.
6. Risk management and internal control
Concerning the description of the major risks and uncertainties the company can be confronted with, the exposure to risks arising
from foreign currencies, interest rates, raw material prices, and creditworthiness are a consequence of the normal operations of
the group. It is the aim of the group to manage each one of these risks.
Exchange rate risks
With regard to exchange rates, Resilux has a policy of passive hedging per production unit. This means that the net flows per
exchange rate are calculated for each production unit, and if necessary derivatives are used. The most important currencies of
the group are the Euro, the American dollar, the Swiss franc, the Hungarian forint, and the Russian rouble.
Purchases and sales are mainly in Euro and USD or the equivalent of Euro and USD.
The exchange rate risk as a result of the translation of assets and liabilities of foreign subsidiaries to Euro is not covered.
According to the riskmanagement policy of the group, generally between 75% and 100% of all transactions is covered.
The hedgings do not always happen immediately for 100% but can also be made gradually for a longer period.
<
10.4
9.2
10.9
16.4
22.4 21.724
22
20
18
16
14
12
10
8
6
4
2
0
2004 IFRS 2005 IFRS 2006 IFRS 2007 IFRS 2008 IFRS 2009 IFRS
37
annual report 2009
Interest rate risks
The long and short term financial borrowings are at variable intrest rates and are for the major part covered by interest caps
and swaps.
Purchase of raw materials and risk of inventories
As well known, Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the applicable
market rates. There is thus mainly a timing risk between purchase and sale. The company tries to reduce this risk by limiting its
dependence on the seasonal activities. Also a more restrictive policy regarding inventories of finished goods is implemented.
Furthermore, the increase of the added value products leads to a decreased sensitivity to changes in prices of raw material.
Credit risk
Resilux has a firm policy on credit risk. Resilux manages its credit risks through customer diversification, by working within set
credit limits and periods, and by screening the creditworthiness of the parties it deals with. These risks are also mainly covered by
credit insurance.
Seasonality
Resilux continues to work on reducing the dependence on the seasons by the geographical spread of the sales and production
units and by using minimum volumes throughout the year in the contracts and by limiting the part of the seasonal packaging.
Capital structure
Resilux is aiming at keeping the ratio between net financial debt and operational cashflow at a level that can be considered
by the financial markets as healthier than normal. During 2009 Resilux is meeting largely the covenants of the external
financing agreements.
Furthermore, on November 23th, 2009, after consultation of the report from the Audit Committee as presented by the Chairman of
the Audit Committee, the Board of Directors noted that the absence of an internal auditing position within the Company is justified
in view of the size of the organisation and good operation of the existing systems and procedures for internal control and risk
management, which will be further reinforced in 2009. The further long term professionalization of these systems and procedures
will be evaluated regularly and accurately.
As a more professional approach is needed on this front, it was decided that management would in 2010 take stock of and
categorise further points of special attention for internal control and risk management systems, and where required, would chart
and implement policies, management systems and audit processes.
The aim in this connection is to have created an independent internal audit position by December 31st, 2010.
7. Research and development
Resilux spends more and more resources on research and development and patents and licences both on the level of production
processes as on the level of finished goods.
The proportion of the production technology designed in-house is maximized in order to create competitive advantages. Some of it
is protected by patents and licences. Considerable efforts are made to further enhance technological leadership within the sector.
Quality improvements, cost efficiency and less waste during production remain important topics.
Increased investments are made in lower energy consumption, less production waste, increased output per square metre,
automation and decrease of packaging and logistic costs.
Regarding the development of new products and applications, Resilux is very much focused on a decrease of the weight of the
preforms and on a development of perform designs for applications which so far have not been used on an industrial scale.
Also the development of preforms with barrier, improving the barrier qualities of PET and the development of new production
technologies remain important topics for Resilux.
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38
The costs of own research and development are not registered as assets.
In total, 16 employees of the Resilux group in 2009 mainly worked on a number of research and development projects. This figure
is unchanged compared to 2008. Furthermore Resilux also cooperates with universities and independent research centres.
In the coming years, Resilux wants to increase the technology component as well in the production process as in the
finished product.
8. Environment
Resilux produces preforms made of PET (polyethylene teraphthalate). PET is quite easy to recycle. It can be recycled mechanically
or chemically.
PET is mainly reused as a fibre for clothing and synthetic fabrics, foils and packaging, and to an increasing extent in the production
of PET bottles. Resilux has mastered the technique of ‘bottle-to-bottle’ recycling, which means that a new bottle can be produced
out of a used one.
PET is the most environmentally-friendly product of all packaging on the market for one-way packaging. Scientific studies have
shown that PET packaging is more environmentally friendly than glass, for example. The environmental costs of production
process, transport, cleaning, etc, all have to be taken into account, and they make the environmental assessment of
PET very favourable.
In addition, within the Resilux group, considerable emphasis is placed on energy-saving processes and procedures.
The strategy consists of continuous technological innovation, so that Resilux can respond to changing customer requirements
and environmental legislation. In addition to user-friendliness, PET packaging also guarantees optimum food safety.
9. Personnel and organisation
The workforce consisted of 483 people on December 31st, 2009, compared to 450 people on December 31st, 2008 and 410 people
in 2007.
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annual report 2009
39
The employees are distributed over the various production units as follows:
Number of employees on December 31st:
2009 2008 2007
Belgium (98) Belgium (95) Belgium (90)
Switzerland (86) Switzerland (79) Switzerland (82)
United States (82) United States (78) United States (58)
Russia (67) Russia (60) Russia (56)
Spain (57) Spain (48) Spain (46)
Hungary (47) Hungary (42) Hungary (39)
Greece (46) Greece (48) Greece (39)
The average workforce expressed in full-time equivalents was 458 in 2009, compared to 428 in 2008 and 407 in 2007.
10. Warrants
On December 20th, 2002, the Board of Directors approved a warrant plan in the framework of the authorised capital, whereby
18,670 warrants were created by notarial deed on December 23rd, 2002.
The objectives of this plan are:
(I) to create a long term incentive for employees and consultants of the Company and related companies who can make an
important contribution to the success and growth of the Company.
(II) to enable the Company to attract skilled and experienced employees and external consultants.
(III) to create a common interest between the beneficiaries of the warrants and the shareholders of the Company, that is aimed at
increasing the value of the shares of the Company in order to foster employee confidence and motivation in the long term, and
to increase group profitability.
Based on this warrant plan, 11.470 warrant were allocated to the Company staff with an exercise price of e 65.41 per warrant.
Each warrant awards the right to one share. This plan is prolonged by three years according to article 47, § 4 of the Law of March
26th, 1999, as introduced by article 407 of the Program Law of December 24th, 2002. This implies that the plan can be exercised
until October 2010. At the end of 2009, 181 warrants under this plan have been cancelled due to staff departures, so that 11,289
warrants remain to be exercised.
On December 19th, 2006, the Extraordinary Shareholders’ Meeting of Resilux NV decided to issue a subordinated bond with
warrants for a rounded amount of e 7.5 million and, consecutively, to issue 166,665 warrants, subscribed by Compagnie
du Bois Sauvage SA.
After a positive advice from the Audit Committee, the Board of Directors decided on June 16th, 2009 to proceed to an early
repayment of the debenture loan, and to purchase all 166,665 warrants by paying flat rate amounts of e 7,500,000 and of
e 375,000 respectively. The Board of Directors will ask the shareholders to declare the purchased warrants null and void
on May 21st, 2010.
If all warrants would be exercised, the capital would be diluted by 0.57% and the financial dilution would be equal to the difference
between the exercise price and the share price at the time of exercising.
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40
11. Important recent developments
The actual financial and economic environment can have an impact on the needs of the customers.
Resilux has the technology to supply all known applications of PET preforms and PET bottles. This enables Resilux to adapt quickly
to the ever changing requirements of consumers and also to any changes in law.
Resilux has modern production facilities, where growth can be realised with limited capital expenditures. Resilux also has a solid
financial structure. The current cash flows allow Resilux to invest in additional capacity and new products and to increase the
efforts on the level of R&D and innovation.
As a result, Resilux is well positioned to anticipate in the current financial and economic market and the possible changing needs
of the consumer.
12. Justification of independence and expertise of at least 1 member of the Audit Committee
The Board of Directors shall ensure that the Audit Committee has such financial, accounting and legal expertise as required to
carry out such tasks properly.
By way of justification of the independence and expertise on auditing and accounting of at least one member of the Audit
Committee pursuant to Articles 96, 9° and 119,6° of the Companies Code, reference for each member of the Audit Committee
is made to that person’s biography, as well as to the confirmation of the independence thereof as contained in the Corporate
Governance Report 2009.
13. Information regarding article 34 of the Royal Decree of November 14th, 2007 concerning the obligations of the issuers of
financial instruments, admitted for transaction on a market that is in accordance with the regulations (for conversion of the
takeover guidelines)
a) On December 31st, 2009, the share capital of the Company amounts to e 17,183,856 represented by 1,980,410 shares with
no nominal value, each of which represents 1/1,980,410th of the capital. All shares are fully paid and each share gives right to
vote. As a result of the issue by the Company of a warrant plan for the staff, a total of 11,470 warrants are allocated to the
Company staff, of which, on the account closing date, there are still 11,289 warrants with an exercise price of e 65.41 per
warrant, which can be exercised until October 2010.
The 166,665 warrants subscribed by Compagnie du Bois Sauvage SA on December 19th, 2006 within the framework of a
subordinated debenture loan issued by the Company, were bought back by the Company in June 2009. The shareholders will
be requested to declare these warrants null and void on May 21st, 2010.
Based on the last transparency notification, as received on October 31st, 2008 and based upon the published transactions of the
Directors, the shareholders’ structure on December 31st, 2009 is as follows:
Shareholder Current voting % of issued Possible future % of issued and
rights Company stock voting rights currently non-issued
stock (warrants)
Tridec Stichting administratiekantoor (A) 921,000 46.51% 921,000 46.24%
De Cuyper family (A) 113,725 5.74% 113,725 5.71%
NV Immo Tradec (A) 48,534 2.45% 48,534 2.44%
NV Belfima Invest (A) 30,333 1.53% 30,333 1.52%
NV Tradidec (A) 30,973 1.56% 30,973 1.55%
Public 835,845 42.21% 835,845 41.97%
Compagnie du Bois Sauvage SA
(bought in for destruction) - -
Others 11,289 0.57%
Total 1,980,410 100% 1,991,699 100%
(“denominator”) (“fully diluted”)
(A) Tridec Stichting Administratiekantoor (controlled by Alex De Cuyper, Peter De Cuyper and Dirk De Cuyper) acts in mutual consultation with the De Cuyper family
and the companies NV Immo Tradec, NV Belfima Invest and NV Tradidec.
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41
annual report 2009
b) There are no legal or statutory limits for transfer of shares for the shares emitted by the Company, nor for exercising the right
to vote.
c) As long as Tridec Stichting Administratiekantoor has a participation of at least 35%, it has the statutory right to nominate four
directors. For the time being, Tridec Stichting Administratiekantoor hasn’t appointed a fourth director.
d) The members of the Board of Directors are nominated by the Shareholders’ Meeting.
According to article 16 of the Company’s articles, the remaining Directors can temporarily fill in a vacancy for Director in case
there is one. In that case, the Shareholders’ Meeting will proceed to a final appointment during their next meeting.
According to article 15 of the Company’s articles, the Board of Directors can have a maximum of seven members and, as
already mentioned above, as long as Stichting Administratiekantoor Tridec holds at least 35% of the shares of the company, it
has the right to nominate four candidates for an appointment as Director.
Other Directors will be nominated by the Remuneration and Appointment Committee, taking into account the needs of the
Company and in accordance with the selection criteria and appointment procedure set up by the Board of Directors.
For the composition of the Board of Directors, the necessary diversity and complimentarity in the matter of skills, practice and
knowledge is taken into account.
The members of the Board of Directors are each time nominated for a maximum period of four years.
e) The Shareholders’ Meeting can deliberate and vote for changes of articles, considering the conditions imposed by
articles 540, 543, 558, 559 and onwards of to the Companies Code.
f) The following rules are set up in reference to the competences of the administrative board regarding emitting and purchase of
its own shares.
Temporary provisions - Authorised capital
For a period of five years, starting from the publication of the decision of the Shareholders’ Meeting of the nineteenth of May
two thousand and six in the Annexes to the Belgian Bulletin, the Board of Directors is authorised to increase the share capital
in one or more instalments to the amount of sixteen million two hundred and thirty six thousand Euro (e 16,236,000.00).
The capital may be increased by cash or non-cash contributions, and by conversion of reserves subject to observance of the
requirements of article 603 and onwards of the Companies Code.
In addition to the issue of ordinary shares, capital increases decided upon by the Board of Directors may also be realised
through the issue of preference shares, shares without voting rights, shares and/or warrants in the favour of employees, and
convertible bonds and/or bonds with warrants.
The Board of Directors is authorised to restrict or cancel the preferential rights in the interests of the company, when the
capital increase is within the bounds of the authorised capital.
The Board of Directors is authorised to restrict or cancel the preferential rights in the favour of one or more specific persons,
even if they are not employees of the company or its subsidiaries.
The Shareholders’ Meeting has expressly authorised the Board of Directors to increase the subscribed capital in one or more
instalments, as of the date of the company being notified by the Banking, Finance and Insurance Commission of a public
takeover bid on the company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of
the existing shareholders, or by contribution in kind in accordance with article 607 of the Companies Code. This authority is
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granted for a period of three years, starting from the publication of the decision of the Shareholders’ Meeting of the fifteenth
of May two thousand and nine in the Annexes to the Belgian Bulletin, and may be renewed.
In the event of a capital increase being made by cash subscription with a share issue premium, the Board of Directors shall
have the authority to stipulate that the issue premium be booked to the ‘share issue premium’ reserve that is unavailable for
distribution, which shall constitute a guarantee to third parties to the same extent as the share capital, and which may only be
used in accordance with the conditions set by the coordinated laws on commercial companies for amendments to the articles
of association, without prejudice to the possibility of a capital conversion by the Board of Directors.
The Board of Directors has the authority to amend the articles of association of the company in accordance with the capital
increase that is decided upon within the scope of its authority.
Temporary provisions - Purchase of own shares
The Board of Directors is authorised to acquire or alienate the company’s own shares or participating bonds in accordance
with the legal requirements, if the acquisition or alienation is necessary to avoid impending serious harm for the company.
This authorisation applies for a period of three years, starting from the publication of the decision of the Shareholders’ Meeting
of the fifteenth of May two thousand and nine in the Annexes to the Belgian Bulletin.
By virtue of article 620 of the Companies Code, the Board of Directors is authorised to acquire or alienate the maximum
allowed number of own shares or participating bonds by purchase or exchange, at a price equal to the quoted price of these
shares on a Belgian stock exchange at the time of this acquisition or alienation, all in accordance with articles 620 to 625 of
the Companies Code.
The authorisation to acquire applied for a period of five (5) years, starting from the publication of the decision of the General
Meeting of the fifteenth of May two thousand and nine in the Annexes to the Belgian Bulletin. As far as allowed by the law
(and in particular by article 622 of the Companies Code), the authorisation to alienate shall apply without time limits as of
the date of this instrument.
Article 11 - Preferential right
In the event of a capital increase being realised in a way other than by contribution in kind or merger, and without prejudice
to a decision of the Shareholders’ Meeting or Board of Directors to the contrary, the new shares shall first be offered in
preference to the shareholders in proportion to the share capital represented by their shares.
The preferential right may be exercised for a period of at least 15 days starting from the day of the subscription being opened.
The subscription price and the period within which the preferential right may be exercised shall be determined by the
Shareholders’ Meeting or, when an increase is decided upon in accordance with article 603 of the Companies Code, by the
Board of Directors.
If a share is encumbered with usufruct, the preferential right shall be given to the owner of the share without usufruct.
For shares pledged as security, the preferential right shall exclusively go to the owner-pledger.
g) There are no other share plans for employees for which the right for control is not directly executed by the employees.
h) The Company has no knowledge of agreements of shareholders which could lead to a limitation of transfer of share and/or
exercising the right to vote.
i) There are no important agreements of which the Company is part and that start, change or finish in case there is a change of
control of the Company as a result of a public offer for take-over, or the consequences of it.
j) There are no agreements between the Company and the Directors or employees which provide for a remuneration in case the
Directors resign or are being discharged without a valid reason, or when the employment of the employees is finished as a
result of a public offer for take-over.
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annual report 2009
14. Notification on the exemption of the offer duty (Article 74 Law of April 1st, 2007)
Pursuant to article 74, §7 of the Law dated April 1st, 2007 on public takeover bids, the Company has duly received the following
notification of exemption from the offer duty dated February 14th, 2008 as sent on behalf of the parties below acting by mutual
agreement.
In this respect, the company did not receive any additional notifications.
Identity of the persons who, as of September
1st, 2007, held, by mutual consultation, more Identity of
than 30% of the voting shares in RESILUX NV the final controller Number of shares %
1. STAK TRIDEC - 921,000 46.51%
Houtsnip 17, 3766 VD Soest, The Netherlands
STAK TRIDEC 921,000 46.51%
2. Belfima Invest NV Peter De Cuyper 30,333
BE 0466 014 328 p.a. Damstraat 4
9230 Wetteren
3. Peter De Cuyper - 33,105
p.a. Damstraat 4
9230 Wetteren
Peter De Cuyper 63,438 3.203%
4. Tradidec NV Dirk De Cuyper 30,973
BE 0464 996 422 p.a. Damstraat 4
9230 Wetteren
5. Dirk De Cuyper - 31,760
p.a. Damstraat 4
9230 Wetteren
Dirk De Cuyper 62,733 3.168%
6. Immo Tradec NV Tradec Invest NV 48,534
BE 0439 777 214 BE 0453 976 133
Tradec Invest NV 48,534 2.45%
7. Others (natural persons < 3%) - 46,000
Others 46,000 2.323%
Total 57.65%
The scheme of mutual consultation and the corresponding control chain according to the terms of the Law of April 1st, 2007 on
public takeover bids is available on the website at www.resilux.com (Investor Relations - General Information).
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15. Outlook, expectations and significant events since the year end
Under the same circumstances, Resilux expects to realise in 2010 results which are in line with 2009. Resilux also wants to further
develop the organization and optimize the production.
In the future Resilux aims for further diversification of the products and the geographical spread, also outside the existing
production facilities.
Resilux expects without new projects to invest a total amount of e 10 to 12 million.
Resilux also continues to develop the technology of the products and the processes, such as those for products that require a
higher barrier content.
Resilux continues to have a strong belief in the enormous potential of PET preforms and bottles over the next years.
The growth prospects for the PET packaging market remain good, and the expectations are that the market will continue to grow
over the next 3 to 7 years. In Northwest Europe, the growth will mainly come from new product applications, such as fruit juices
and milk, and less from water and soft drinks. In Central and Eastern Europe, the growth expectations are higher than in Northwest
Europe, both for existing and new product applications.
Since the end of the financial year, no other important events have occurred of a nature to significantly influence the results of the
company.
16. Appropriation of results
The Board of Directors of Resilux NV proposes to the Shareholders’ Meeting to pay a gross dividend of e 1.50 per share for the
financial year 2009.
The proposed appropriation of the results is as follows (in thousands of Euro, Resilux NV statutory accounts):
Profit of the financial year to be appropriated 5,473
Profit brought forward from the previous financial year 3,727
Balance of profit to be appropriated 9,200
Addition to the legal reserves -460
Profit to be distributed -2,971
Profit to be carried forward 5,769
The consolidated reserves (IFRS) can then be shown as follows (in thousands of Euro):
Consolidated reserves
Reserves carried forward on December 31st, 2008 9,378
Consolidated profit for the financial year 11,055
Unrealised result on hedging contracts included in equity -6
Equity part of repurchase warrants -836
Total consolidated reserves on December 31st, 2009 19,591
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annual report 2009
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Balance sheet 46
Income statement 47
Statement of realized and unrealized results 47
Cash flow statement 48
Statement of changes in equity 49
Notes to the consolidated financial statements 49
Comments IFRS 2009 71
Auditor’s report 77
Balancesheet (in thousands of Euro)
Notes 31.12.2009 31.12.2008 31.12.2007
IFRS IFRS IFRS
Non-current assets 64,894 63,602 72,527
Property, plant & equipment 4 48,234 47,465 55,856
Intangible assets 5 212 209 288
Goodwill 6 13,685 13,685 13,685
Other financial assets 7 17 17 17
Deferred tax 8 1,724 1,867 2,416
Non-current receivables 9 1,022 359 265
Current assets 78,861 76,657 77,760
Inventories 10 30,942 32,810 37,458
Trade receivables 9 33,434 27,812 27,076
Other current assets 9 5,930 3,905 5,752
Cash and cash equivalents 11 8,555 12,130 7,474
TOTAL ASSETS 143,755 140,259 150,287
Equity 12 54,691 44,748 38,880
Non-current liabilities 29,539 34,154 39,611
Subordinated loans 13 4,535 9,038 10,617
Interest-bearing borrowings 13 20,324 21,994 26,597
Other amounts payables 14 1,000 0 0
Provisions 15 1,345 1,260 780
Deferred tax 8 2,335 1,862 1,617
Current liabilities 59,525 61,357 71,796
Subordinated loans 13 0 3,179 0
Interest-bearing borrowings 13 10,923 24,452 31,475
Trade payables 14 39,258 24,749 35,429
Income tax payables 1,241 1,469 777
Other amounts payables 14 8,103 7,508 4,115
TOTAL LIABILITIES 143,755 140,259 150,287
Consolidatedannualaccounts2009<
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annual report 2009
Incomestatement(in thousands of Euro)
Notes 2009 2008 2007
IFRS IFRS IFRS
Operating revenues 200,304 216,430 200,314
Turnover 201,542 210,170 200,806
Changes in inventories finished goods -2,679 -3,655 -1,445
Other operating income 16 1,441 9,915 953
Operating expenses 183,284 202,570 190,981
Raw materials and consumables used 118,769 132,419 129,964
Services and other goods 30,938 30,741 28,336
Remuneration, social security charges and pensions 17 21,261 18,687 16,672
Depreciation and amortisation expense 10,636 17,913 13,412
Other operating expenses 16 1,680 2,810 2,597
Operating result 17,020 13,860 9,333
Net finance result 18 -3,631 -6,701 -5,680
Result before taxes 13,389 7,159 3,653
Income taxes 19 -2,334 -2,649 -649
Net result 11,055 4,510 3,004
Gain or loss attributable to:
equity holders of the company 11,055 4,510 3,004
Statementofrealizedandunrealizedresults(in thousands of Euro)
Notes 2009 2008 2007
IFRS IFRS IFRS
Statement of the unrealized results
Currency translation adjustments -270 1,356 38
Cash flow hedges -6 2 -55
Total of the unrealized results -276 1,358 -17
Total of the realized and unrealized results 10,779 5,868 2,987
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Cashflowstatement(in thousands of Euro)
2009 2008 2007
Cash flow from operating activities
Operating result 17,020 13,860 9,333
Depreciation and amortization 10,636 17,913 13,412
Gain on disposal fixed assets -75 -62 -192
Gross operating cash flow 27,581 31,711 22,553
Changes in trade receivables -6,853 -1,128 -3,046
Changes in inventory 1,877 5,175 -5,814
Changes in trade payables 14,588 -11,256 1,552
Other changes in net working capital -1,144 4,603 -426
Change in net working capital 8,468 -2,606 -7,734
Income taxes paid 36,049 29,105 14,819
Interest income / (expense) -3,631 -6,701 -5,680
Income taxes paid -1,957 -1,047 -650
Cash flow from operating activities 30,461 21,357 8,489
Cash flow from investing activities
Purchase of tangible and intangible fixed assets -11,236 -7,347 -6,790
Receipt of government grants 740 0 1,592
Proceeds on disposals of tangible and intangible fixed assets 75 927 647
Cash flow from investing activities -10,421 -6,420 -4,551
Cash flow from financing activities
Dividends paid 0 0 0
Net capital increase including warrants 0 0 0
Proceeds from (+), payments (-) of subordinated loans -7,500 1,645 272
Proceeds from (+), payments (-) of long-term liabilities -1,575 -5,326 11,124
Proceeds from (+), payments (-) of short-term liabilities -14,494 -6,685 -15,647
Cash flow from financing activities -23,569 -10,366 -4,251
Net increase / decrease in cash and cash equivalents -3,529 4,571 -313
Effect of exchange rate changes on cash and cash equivalents -46 85 -132
Cash and cash equivalents at January 1st 12,130 7,474 7,919
Cash and cash equivalents at December 31st 8,555 12,130 7,474
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annual report 2009
Statementofchangesinequity (in thousands of Euro)
Notestotheconsolidatedfinancialstatements
1. Accounting principles 50
2. Consolidated companies 55
3. Segment reporting 56
4. Property, plant and equipment 57
5. Intangible assets 58
6. Goodwill 58
7. Other financial assets 59
8. Deferred tax assets - deferred tax liabilities 60
9. Trade receivables and other assets 61
10. Inventories 62
11. Cash and cash equivalents 62
12. Equity 62
13. Interest-bearing loans and borrowings 63
14. Trade payables and other liabilities 64
15. Provisions 65
16. Other operating income (expense) 66
17. Employee benefit expense 66
18. Finance income (expense) 66
19. Income taxes 67
20. Derivative financial instruments 67
21. Operating leases 68
22. Key figures per share 69
23. Rights and commitments not reflected in the balance sheet 69
24. Related party transactions 69
25. Auditor and related persons 70
26. Events subsequent to the balance sheet date 70
Share Share Revaluation Retained Unrealized Total
2009 Capital premium surpluses earnings results
On January 1st, 2009 17,184 16,656 2,371 7,060 1,477 44,748
Total realized and
unrealized results 0 0 0 11,055 -276 10,779
Reversed entry equity
component warrant (note 13.2) 0 0 0 -836 0 -836
On December 31st, 2009 17,184 16,656 2,371 17,279 1,201 54,691
2008
On January 1st, 2008 17,184 16,656 2,371 2,550 119 38,880
Total realized and
unrealized results 0 0 0 4,510 1,358 5,868
On December 31st, 2008 17,184 16,656 2,371 7,060 1,477 44,748
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1.Accountingprinciples
1. Statement of compliance and basis of presentation
The consolidated financial statements of Resilux Group have been prepared in accordance with International Financial Reporting
Standards (IFRS), which comprise standards and interpretations approved by the IASB, and International Accounting Standards
(IAS’s) and SIC interpretations approved by the IASC that remain in effect, all of which has been approved by the European Union
up to December 31st, 2009. The Company has opted not to apply early application of standards and interpretations issued up to
December 31st, 2009 but with an effective date after December 31st, 2009.
The consolidated financial statements are presented in thousands of Euro and have been prepared under the historical cost basis,
and modified for the revaluation of land and buildings, derivative financial instruments and financial assets and liabilities
at fair value.
The accounting policies have been applied consistently with the previous year.
The consolidated financial statements are prepared as of and for the period ending December 31st, 2009.
The statements are presented before the effect of the profit appropriation of the parent company to the General Meeting
of Shareholders.
2. Principles of consolidation
General
The consolidated financial statements comprise the financial statements of Resilux NV and its subsidiaries, drawn up to
December 31st of each year.
Subsidiaries
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control is
transferred to the group and cease to be consolidated from the date on which control is transferred out of the group.
Control exists when Resilux has the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities.
Acquisitions of subsidiaries are accounted at cost price for using the purchase method of accounting, in accordance with IAS
22 ‘Business Combinations’ for business combinations of which the contract has been set up before March 31st, 2004 and in
accordance with IFRS 3 ‘Business Combinations’ for business combinations agreed on or after that date.
A list of the company’s subsidiaries is set out in note 2. ‘Consolidated companies’ on December 31st, 2009.
3. Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency).
The consolidated financial statements are presented in Euro, which is the company’s functional and reporting currency.
(b) Transactions and balances
Transactions in foreign currencies are recorded at the rates of exchange prevailing at the date of transaction or at the end of
the month before the date of the transaction. At the end of the accounting period the unsettled balances on foreign currency
receivables and liabilities are valued at the rates of exchange prevailing at the end of the accounting period. Foreign exchange
gains and losses are recognized in the income statement within the period they occur.
(c) Financial statements of foreign operations
The company’s foreign operations are considered as foreign entities. Accordingly, assets and liabilities are translated to Euro at
the foreign exchange rates prevailing at the balance sheet date. Income statements of foreign entities are translated to Euro at
average exchange rates for the period ended. The components of shareholders’ equity are translated at historical rates.
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annual report 2009
Exchange differences arising from the transaction of shareholders’ equity to Euro at year-end exchange rates are taken
to ‘Translation reserves’ in Capital and Reserves. On disposal of foreign entities accumulated exchange differences are
recognized in the income statement as part of the gain or loss on the sale.
In 2008, the functional currency of the annual accounts of the Russian subsidiaries has been changed from USD to RUB. The
functional currency has been adapted to the changed economic circumstances within the Russian Federation where most of
the prices of goods and services are handled in Russian roubles.
The company has used the term as defined in ‘IAS 21-15: Net investment in a foreign activity’ for a number of new monetary
items in the Russian companies of the group.
4. Goodwill
Goodwill represents the excess of the cost of the acquisition over the fair value of the company’s share of identifiable net assets
and contingent liabilities of the acquired subsidiary at the date of acquisition. For business combinations for which the agreement
date is on or before March 31st, 2004, goodwill is amortized using the straight-line method over its expected useful life, which is
estimated on 10 years. Goodwill arising on acquisitions agreed on or after March 31st, 2004, is not amortized but is subject to an
impairment test on an annual basis or whenever there is an indicator that the unit to which the goodwill has been allocated,
may be impaired.
In accordance with the transitional provisions of IFRS 3, amortization on previously recognized goodwill is discontinued from
2004 onwards.
Goodwill is expressed in the currency of the subsidiary to which it relates and is translated to Euro using the year-end
exchange rate.
Goodwill is stated at cost less accumulated amortization and impairment losses.
5. Intangible assets
Intangible assets acquired separately are capitalized at cost. After initial recognition, intangible assets are measured at cost less
accumulated amortization and any accumulated impairment losses (refer accounting policy 14).
Intangible assets acquired as part of a business combination are capitalized at fair value separately from goodwill if the fair value
can be measured reliably on initial recognition. Intangible assets are amortized on a straight-line basis not exceeding 5 years.
6. Research and development costs
Research costs, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are expensed
as incurred. Expenditure on development activities whereby research findings are applied to a plan or design for the production
of new or substantially improved materials, devices, products, processes and technologies prior to commercial production or use,
are capitalized to the extent that it is expected that such assets will generate future economic benefits and the other recognition
criteria of IFRS are met. Capitalized development costs are amortized on systematic bases over the period of expected future sales
from the related project. The carrying value of development costs is reviewed for impairment annually when the asset is not yet in
use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable
(refer accounting policy 14).
7. Licenses, patents and similar rights
Expenditures on acquired licenses, patents and similar rights are capitalized and are amortized using the straight-line method over
the contractual period, if any.
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8. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses (see accounting
principle 14). Land is not depreciated. Costs include purchase price (less any discounts and rebates), import duties, non refundable
taxes and any directly attributable costs of bringing the asset to its working condition. Directly attributable costs include, e.g.
initial delivery, handling and installation costs and the estimated cost of dismantling and removing the asset and restoring the site.
The cost of a self constructed asset is determined using the same principles as for an acquired asset. Subsequent expenditure
related to on an item of property, plant and equipment is capitalized when it is probable that it will result in additional future
benefits, in excess of the originally assessed standard of performance of the existing asset, and the expenditure can be measured
reliably. All other subsequent expenditure is expensed as incurred.
Depreciation is calculated from the date the asset is available for use on a straight-line basis over the estimated useful lives of the
assets as follows:
Buildings 5 to 20 years
Production machinery 5 to 10 years
Moulds 3 to 5 years
Peripheral equipment 5 to 10 years
Material for quality control 5 years
Auxiliary equipment 10 years
Silo installation 5 to 10 years
Fire-protection 10 years
Furniture 10 years
Office machinery 5 years
Computer equipment 3 years
Vehicles production 5 years
Cars 4 years
Other tangible fixed assets underlying asset
Assets under construction no depreciation applied
Assets direct related to a contract are depreciated in accordance to the specifications stipulated in the related contract.
9. Leases
Finance leases, which effectively transfer to the group substantially all risks and benefits incidental to ownership of the leased
item, are capitalized at the inception of the lease at the fair value of the leased property or if lower at net present value of the
minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly
against income.
Capitalized leased assets are depreciated over the useful life as mentioned under ‘property, plant and equipment’
Leases, where the lesser effectively retains substantially all the risks and benefits of ownership over the lease term, are classified
as operating leases. Lease payments under an operating lease are recognized as an expense in the income statement on a
straight-line basis over the lease term.
10. Investments
All investments are initially recognized at cost, being the fair value of the consideration given and including acquisition charges
associated with the investment (see accounting principle 14).
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annual report 2009
11. Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined by the weighted average method.
Raw materials and consumables : cost of purchase on a weighted average base
Finished goods and work-in-progress : cost of direct materials, labor and a proportion of manufacturing overhead based
on normal operating capacity.
Trade goods : cost of purchase
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
12. Trade and other receivables
Trade debtors and other amounts receivable are shown on the balance sheet at cost less an allowance for doubtful debts. At the
balance sheet date, an estimate is made of the bad debts based on the total outstanding amounts. Bad debts are written off during
the period in which they are identified.
13. Cash and cash equivalents
Cash consists of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash, have original maturities of three months or less and are subject to insignificant risk of
change in value.
14. Impairment of assets
The carrying amounts of the company’s assets, other than inventories and deferred tax assets are reviewed for impairment when
events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where
the carrying amount exceeds the estimated recoverable amount, the assets or cash-generating units are written down to their
recoverable amount. The recoverable amount of the assets is the greater of net selling price and value in use.
The value in use is determined by the estimated future cash flows expected to arise from the continuing use of the asset and
from its disposal at the end of its useful life. The future cash flows are discounted to their present value using a discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not
generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset
belongs. Impairment losses are recognized in the income statement.
An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if, if and only if, there has been a
change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognized.
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15. Provisions
Provisions are recognized when the company has a present obligation (legal or factual) as a result of past events and when it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
of the amount of the obligation can be made. If the effect of the time value of money is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as an interest expense.
16. Interest-bearing loans and borrowings
All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs
associated with the borrowing. After initial recognition, interest-bearing loans and borrowings, are subsequently measured at
amortised cost using the effective interest method. Amortized cost is calculated by taking into account any issue costs, and any
discount or premium on settlement.
17. Trade and other payables
Trade and other payables are stated at cost.
18. Employee benefits
Employee benefits are recognized as an expense when the company consumes the economic benefit arising for service provided
by an employee in exchange for employee benefit, and as a liability when an employee has provided service in exchange for
employee benefits to be paid in the future.
Obligations for the defined contribution plan are recognized as an expense in the income statement as incurred.
19. Revenue recognition
Revenue is recognized when it is probable that the economic benefits will flow to the company and the revenue can be reliably
measured. Revenue from sales of goods is recognized when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be measured reliably.
20. Government grants
Government grants are recognized when there is reasonable assurance that the grant will be received and all attaching conditions
will be complied with. When the grants relates to an expense item, it is recognized as income over the periods necessary to match
the grant on a systematic basis to the costs that it is intended to compensate.
Where the grant relates to an asset, the fair value is deducted from the carrying amount of the asset. The grant is recognized as
income over the life of the depreciable asset by way of reduced depreciation charge.
21. Derivative financial instruments
Derivative financial instruments are recognized initially at cost. Subsequent to initial recognition, derivative financial instruments
are stated at fair value. The fair values of derivative interest contracts are estimated by discounting expected future cash flows
using current market interest rates and yield curve over the remaining term of the instrument. The fair value of forward exchange
contracts is their market price at the balance sheet date.
Derivative financial instruments that are either hedging instruments not designated or not qualified as hedges are carried at fair
value with changes in value in the income statement.
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annual report 2009
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognized asset or liability,
a firm commitment or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial
instrument is recognized directly in equity.
22. Income taxes
Income tax includes the taxes on the profit or loss for the year and the deferred taxes. Income tax is recognized in the income
statement except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and
any adjustment to tax payable in respect of previous years.
Deferred income tax is provided, using the liability method, for all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
carry-forward of unused tax credits and tax losses can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is
realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted at the balance
sheet date.
2.Consolidatedcompanies
List of consolidated companies on December 31st, 2009:
Resilux NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0447.354.397 Belgium 100%
Resilux Eurasia Holding NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0464.476.976 Belgium 100%
Eastern Holding NV Reukenwegel 40, 9070 Destelbergen, RPR Gent BE 0897.458.153 Belgium 100%
Eastern Investment Holding NV Damstraat 4, 9230 Wetteren, RPR Dendermonde BE 0897.468.051 Belgium 100%
Resilux Holding B.V. Strawinskylaan 3105, 1077 ZX Amsterdam Netherlands 100%
Tradetool B.V. Strawinskylaan 3105, 1077 ZX Amsterdam Netherlands 100%
Resilux Ibérica Packaging S.A. Ctra. Nacional 435, KM 99, 06350 Higuera La Real Spain 100%
Resilux Investment OOO Plesheeva Street 14a, 127560 Moscow Russia (Federation) 100%
Resilux-Volga OOO Bazovaya Street 12, 156000 Kostroma Russia (Federation) 100%
Resilux Distribution OOO Sokolnicheskaya Square 4A, 107113 Moscow Russia (Federation) 100%
Resilux Schweiz AG Industrie Ost, 8865 Bilten Switzerland 100%
Resilux Hellas A.B.E.E. Manaki 9, 13122 Ilion Athens Greece 100%
Resilux Investment Corporation, Inc. Orange Street, City of Wilmington 1209, USA 100%
County of New Castle - Delaware 19801
Resilux America, LLC John Brooks Road 265, USA 100%
Pendergrass, Georgia 30567
Resilux Hungária Packaging Kft. Aradi u. 8 5th floor/c 8/10, 1062 Budapest Hungary 100%
Resilux South East Europe srl. B-dul Stefan Augustin Doinas n°47, B1 L4 ScB Ap 4, 310004 Arad Romania 100%
The consolidation perimeter has been extended with one new Romanian company, Resilux South East Europe srl., established in
November 2009.
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A segment is a distinguishable component of the company that is engaged in providing products or services within a particular
economic environment and that is subject to risks and returns that are different from those of segments operating in other
economic environments.
Segment information is presented in respect of the company’s geographical segments based on production units.
The segment reporting is in accordance with the management reporting.
No additional segmentation has been made because the different activities are related to each other.
2009
Turnover EBIT EBITDA Total Total Additions Depreciations
assets liabilities property, plant property, plant
& equipment & equipment
Belgium 72,566 2,245 5,056 103,287 53,750 3,484 2,839
Spain 37,862 2,540 4,906 27,384 19,745 4,116 2,420
Russia 24,405 2,413 2,978 11,586 6,078 1,838 326
Greece 11,230 401 901 12,395 5,763 721 136
Switzerland 42,878 7,972 10,225 36,536 7,500 479 2,185
USA 20,715 600 2,028 9,921 13,596 1,673 1,094
Hungary 29,213 1,715 2,607 15,268 9,823 590 1,052
Holdings 1,750 113 113 33,590 4,486 0 0
Consolidatie -39,077 -979 -1,159 -106,212 -31,677 -1,998 -180
Total 201,542 17,020 27,655 143,755 89,064 10,903 9,872
2008
Turnover EBIT EBITDA Total Total Additions Depreciations
assets liabilities property, plant property, plant
& equipment & equipment
Belgium (*) 77,015 -598 5,892 103,579 58,778 1,344 3,551
Spain 35,380 1,769 3,674 19,018 12,630 1,519 1,498
Russia 15,813 -803 -313 9,019 7,553 190 456
Greece (**) 12,961 2,307 8,067 13,491 6,772 999 1,233
Switzerland 51,918 8,295 11,409 39,947 12,708 1,057 3,037
USA 19,564 -389 1,115 10,502 18,186 682 1,125
Hungary 28,501 1,042 2,573 10,661 7,270 2,062 1,237
Holdings (***) 699 -2,247 -58 34,403 10,193 2 0
Consolidation (****) -31,681 4,484 -587 -100,361 -38,579 -592 -194
Total 210,170 13,860 31,772 140,259 95,511 7,263 11,943
(*) In Resilux NV in Belgium an additional amount of e 2,686 has been written off on the shares of Resilux Eurasia Holding NV.
(**) In Resilux Hellas A.B.E.E. an additional amount of e 4,462 has been written off on the fixed assets due to an impairment
after the earthquake.
(***) In Resilux Eurasia Holding NV an additional amount of e 2,191 has been written off on the shares of the Russian subsidiary
Resilux Investment OOO.
(****) Both amounts written off on the shares of subsidiaries are reversed in the consolidation so consolidated there is no effect.
3.Segmentreporting(in thousands of Euro)
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annual report 2009
Land and Plant and Furniture Leased Other Assets Total
buildings equipment and fixed tangible under
vehicles assets assets construction
At December 31st, 2008
Cost or valuation 42,931 105,945 4,549 17,745 1,905 1,927 175,002
Accumulated depreciation -19,633 -88,555 -3,882 -14,361 -1,106 0 -127,537
Net book amount 23,298 17,390 667 3,384 799 1,927 47,465
Year ended December 31st, 2009
Opening net book amount 23,298 17,390 667 3,384 799 1,927 47,465
- Additions 1,445 5,135 391 895 0 3,037 10,903
- Transfers 1,206 965 0 -556 0 -1,615 0
- Disposals 0 0 0 0 0 0 0
- Impairment 0 0 0 0 0 0 0
- Depreciation charge for the year -1,824 -6,666 -296 -914 -173 0 -9,873
Exchange adjustment (+)(-) -55 -162 -6 -4 -11 -23 -261
Closing net book amount 24,070 16,662 756 2,805 615 3,326 48,234
At December 31st, 2009
Cost or valuation 45,527 111,883 4,934 18,080 1,894 3,326 185,644
Accumulated depreciation -21,457 -95,221 -4,178 -15,275 -1,279 0 -137,410
Net book amount 24,070 16,662 756 2,805 615 3,326 48,234
During 2009 capital grants were received for an amount of € 740. An amount of € 238 has been deducted from the acquisitions
of realized investments in plants and equipment.
Regarding rights and commitments not reflected in the balance sheet we refer to note 23.
Resilux has decided to include certain land and buildings in the opening balance sheet at fair value, being the estimated actual
cost price.
The financial lease agreements are mainly assets in production machines and equipment.
4.Property,plantandequipment(in thousands of Euro)
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5.Intangibleassets(in thousands of Euro)
Patents and licences Other (*) Total
At December 31st , 2008
Cost or valuation 725 1,216 1,941
Accumulated depreciation -565 -1,167 -1,732
Net book amount 160 49 209
Year ended December 31st, 2009
Opening net book amount 160 49 209
- Additions 84 11 95
- Transfers 0 0 0
- Disposals 0 0 0
- Impairment 0 0 0
- Depreciation charge for the year -60 -32 -92
Exchange adjustment (+)(-) 0 0 0
Closing net book amount 184 28 212
At December 31st, 2009
Cost or valuation 809 1,227 2,036
Accumulated depreciation -625 -1,199 -1,824
Net book amount 184 28 212
(*) Other intangibles include capitalised software.
The costs for research and development, which are not capitalised in 2009, amount to e 506.
6.Goodwill(in thousands of Euro)
2009 2008
At cost
On January 1st, 2009 13,685 13,685
On December 31st, 2009 13,685 13,685
Impairment
On January 1st, 2009 0 0
Impairment 0 0
On December 31st, 2009 0 0
Net book value
On January 1st, 2009 13,685 13,685
On December 31st, 2009 13,685 13,685
Goodwill is the difference between the acquisition price of the shareholding and the value of the net assets acquired,
revalued according to the consolidated accounting policies of Resilux.
At the set up of the opening balance at January 1st, 2004 the transitional measure mentioned in IFRS 1 has been used.
The amount of e 13.7 million refers to the Swiss activities.
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2009 2008
Other financial assets 17 17
17 17
The carrying amounts of the above financial assets are classified as follows:
2009 2008
Held for trading 17 17
Designated at fair value on initial recognition 0 0
17 17
The financial fixed assets are valued at original procurement price.
7.Otherfinancialassets(in thousands of Euro)
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Assets Liabilities Net Income statement
2009 2008 2009 2008 2009 2008 2009 2008
Non-current assets
Other assets (*) 17 26 0 0 17 26 -8 6
Property, plant and equipment 1,058 687 3,287 2,909 -2,229 -2,222 -7 223
Intangible assets 42 56 0 0 42 56 -14 -5
non-current receivables 0 4 0 0 0 4 -4 4
Current assets
Inventories 173 47 30 54 143 -7 150 -107
Trade receivables 227 24 152 116 75 -92 167 -76
Other current assets 0 0 1 84 -1 -84 83 -67
Non-current liabilities
Interest-bearing loans
and borrowings 0 0 2 0 -2 0 -2 -140
Non-current trade
and other payables 0 0 0 0 0 0 0 0
Provisions 189 88 0 0 189 88 101 88
Current liabilities
Interest bearing loans
and borrowings 0 0 0 0 0 0 0 0
Trade payables 11 2 0 28 11 -26 36 -17
Other amounts payables 408 195 167 83 241 112 129 268
Deferred tax on
temporary differences 2,125 1,129 3,639 3,274 -1,514 -2,145 631 177
Tax values on deferred taxation 176 169 431 199 -255 -30 -225 -11
Tax values on losses 1,158 2,180 0 0 1,158 2,180 -1,022 -961
Exchange adjustments 0 0 0 0 0 11 -34
Gross tax assets / liabilities 3,459 3,478 4,070 3,473 -611 5 -605 -829
Netting per entity -1,735 -1,611 -1,735 -1,611 0 0 0 0
Net tax assets / liabilities 1,724 1,867 2,335 1,862 0 0 0 0
On losses carried forward for an amount of e 15,350 the group decided to be prudent and not to register any deferred taxes on
this amount.
Of this amount e 717 can be carried forward unlimited in time and e 14,633 can be carried forward for a period between
10 to 20 years.
(*) The deferred taxes related to assets which are not capitalised in the consolidated balance sheet.
8.Deferredtaxassets-deferredtaxliabilities(in thousands of Euro)
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annual report 2009
9.Tradereceivablesandotherassets (in thousands of Euro)
2009 2008
Other receivables - long term 1,022 0
Trade receivables - short term 36,064 29,479
Less : provision for impairment of receivables -2,630 -1,667
Trade receivables - net 34,456 27,812
VAT receivables 2,220 1,209
Prepaid taxes 55 63
Fair value financial instruments (note 20) 53 00
Other receivables 1,298 940
Accruals/deferrals 2,304 1,693
Other assets 5,930 3,905
Trade receivables are non-interest bearing and have a payment term of 60-105 days.
As per December 31st, 2009, the trade receivables, with a nominal value of e 2,630 (2008: e 1,667), were impaired and a provision
for those was made.
Movement in the provision for impairment of trade receivables is as follows:
2009 2008
As per January 1st 1,667 731
Charges on current period 1,233 1,023
Amounts written down 24 42
Reversal unused amounts -295 -120
Currency translations 1 -9
As per December 31st 2,630 1,667
Other receivables - long term
Per december 31st, 2009 Total less than 1 year 1-5 year more than 5 year
Other receivables - long term 1,166 144 707 315
Total 1,166 144 707 315
It concerns mainly a contract as a lessor for a blowing project in the Spanish entity.
The ageing analyses of trade receivables is as follows:
net book value not due due on reporting date
overdue overdue overdue overdue
less then between 31 between 61 more then
30 days and 60 days and 90 days 90 days
2009 33,434 25,782 4,029 1,572 692 1,359
2008 27,812 19,370 4,210 1,645 590 1,997
The Company is in possession of a personal guarantee for receivables, amounting to € 319, which are included in the receivables
overdue more then 90 days.
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2009 2008
Raw materials 13,572 13,294
Work-in-progress 0 0
Trade goods 180 328
Prepayments 1,825 1,779
Finished goods
At cost 15,777 18,152
Write-down -412 -742
Total inventories 30,942 32,811
11.Cashandcashequivalents(in thousands of Euro)
2009 2008
Cash at bank and in hand 8,340 11,718
Deposits 215 412
8,555 12,130
12.Equity(in thousands of Euro)
Amount Capital Share Revaluation- Other Currency Total
shares premium surpluses reserves translation
At January 1st, 2009 1,980,410 17,184 16,656 2,371 7,007 1,530 44,748
Capital increase Resilux NV 0 0 0 0 0 0 0
Profits (losses) not inserted into
profit and loss account 0 0 0 0 -836 0 -836
Consolidated results of book year 0 0 0 0 11,055 0 11,055
Unrealised results on hedging 0 0 0 0 -6 0 -6
Foreign currency translation 0 0 0 0 0 -270 -270
At December 31st, 2009 1,980,410 17,184 16,656 2,371 17,220 1,260 54,691
(*) see note 13.2
All shares are fully paid. The share capital is represented by 1,980,410 shares without nominal value, each representing
1/1,980,410th of the share capital.
As a result of the issuing of a warrant plan at the end of 2002, warrants were allocated to the Company staff, of which, on account
closing date, an amount of 11,289 is still circulating with an exercise price of € 65.41 per warrant, to be exercised until October 2010.
10.Inventories (in thousands of Euro)
(*)
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annual report 2009
13.Interest-bearingloansandborrowings(in thousands of Euro)
Subordinated loans 2009 2008
Non-current subordinated loans 4,535 9,038
Current subordinated loans 0 3,179
4,535 12,217
Analyses of the subordinated loans as interest rate:
- fixed 5% plus variable 2,535
- Euribor + 5% 2,000
4,535
The subordinated loans can be summarised as follows (in thousands of Euro):
1. The subordinated loans provided by the Belgische Maatschappij voor Internationale Investering (BMI-SBI):
In 2008, the loan agreement between BMI-SBI and Resilux America was rescheduled.
- The loan contract, with extended final date, between BMI-SBI and Resilux America for an amount of € 1,100 stipulates that
BMI-SBI has an option to convert the convertible loan into 1,421 capital shares of Resilux America (this is 14.21% of the current
number of shares) between July 2006 and January 2013, and also that Resilux has an option to purchase the shares at a price
stipulated in the contract, two years after the conversion and in any case no later than January 2013. BMI-SBI has the right to
seek reimbursement from 2010 on with a maximum of one third per year. From 2010 onwards, Resilux has the right to refund
partially or completely the borrowed amount.
- In accordance with the rescheduling of the loan agreements BMI-SBI has granted to Resilux America an additional subordinated
loan of € 1,435. Also for this second loan there are possibilities as from 2009 to provide partial reimbursement per year.
- The loan contract, with the changed exercise period, between BMI-SBI and Resilux Hungária for an amount of € 745 stipulates
that BMI-SBI has an option to convert the subordinated convertable loan into 20% of the share capital of Resilux Hungária
between January 2009 and June 30th, 2009 and also that Resilux has an option to purchase the shares at a price stipulated in the
contract, between January 2009 and June 30th, 2009. In 2009 Resilux has excercised her share option.
2. In 2006, Resilux NV has issued a subordinated bond in favor of Compagnie du Bois Sauvage SA for a rounded amount of € 7,500
which carries 166,665 warrants. In accordance to IAS 32, this bond has been divided into two parts: a part of long term liabilities
and a part of equity. The transaction costs have been deducted from this loan in accordance to IAS 32. The part of long term
liabilities has been adapted to the present value of the future cashflows. In mutual consultation, Resilux NV and Compagnie du
Bois Sauvage SA reached an agreement: on the one hand the early repayment of the subordinated loan in 2009 and on the other
hand the purchase of 166,665 warrants.
3. In 2006, Resilux Ibérica has received an additional amount of € 2,000 through Sofiex, a Spanish investment company. In
accordance with IAS 32, this credit facility has been considered a subordinated loan.
2009 2008
Non-current liabilities
Non-current financial debts 19,136 21,180
Finance lease liabilities 1,188 814
20,324 21,994
Current liabilities
Current financial debts 6,431 7,831
Finance lease liabilities 811 1,148
Financial debts less then one year 3,681 15,473
10,923 24,452
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6 months 6-12 1-5 over Total
or less months years 5 years
At December 31st, 2009
Financial debts 3,712 2,719 18,143 993 25,567
Finance lease liabilities 434 377 1,188 0 1,999
Total long term financial debts 4,146 3,096 19,331 993 27,566
Analysis of long-term financial Analysis of long-term financial
debts as to currencies: debts as to interest rate:
2009 2009
EUR 20,748 - fixed (1.84% - 7.25%) 4,821
USD 4,835 - variable 8,655
CHF 1,101 - variable, limited by cap agreements (Note 20) 14,090
HUF 882 27,566
27,566
Analysis of financial debt
less than one year as to currencies: 2009
EUR 3,680
USD 0
CHF 0
HUF 1
3,681
For short-term debts, the carrying amount reported in the balance sheet approximates fair value, considering their short maturity.
Note 23 includes information relating to rights and commitments not reflected in the balance sheet.
14.Tradepayablesandotherliabilities (in thousands of Euro)
Long term trade and other payables 2009 2008
Trade payables 0 0
Other payables 1,000 0
1,000 0
Current trade and other payables 2009 2008
Trade payables 39,258 24,749
Other payables 5,166 3,692
Derivatives (note 20) 86 108
Accrued expenses 2,850 3,709
47,360 32,258
Trade payables per December 31st, 2009 are expected to be paid in the first quarter of 2010.
Other payables - long term
Per december 31st,, 2009 Total less than 1 year 1-5 year more than 5 year
Other payables - long term 1,000 0 100 900
Total 1,000 0 100 900
During 2009 Resilux Ibérica received an interest free loan ‘Reindustrializaci ón’ by the Ministerio de Industria, Turismo y Comercio.
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annual report 2009
15.Provisions(in thousands of Euro)
Onerous Disputes Pension & Profit-sharing Total
contract similar rights & bonuses
At December 31st, 2008 995 216 49 0 1,260
Additional provisions 315 300 67 45 727
Unused amounts reversed -138 0 0 0 -138
Used during year -491 0 -4 0 -495
Exchange adjustments -8 0 0 0 -8
At December 31st, 2009 673 516 112 45 1,346
Onerous contract
In the American entity a provision was made for ending the lease. The lease terms run until May 2011.
During 2009 a provision was reversed for the expenses made during 2009 relating to the earthquake in 2008 in the immediate
proximity of the Greek production unit.
Disputes
To be prudent a provision was made during 2009 relating to the termination of a contract.
Pensions and similar rights
The supplementary pension plan for employees in general consists of defined contribution arrangements.
The costs of the premiums paid are entered in the profit and loss account under remuneration, labour-related contributions
and pensions. In a number of specific cases, the pension plan is considered to be a defined benefit plan type for which a
provision is made.
It involves the following: Early retirement pensions (Belgium) 10
Specific labour-related liabilities (Greece) 102
The early retirement pension is entered in the costs as a provision in the period in which the early retirement contract is drawn up.
Profitsharing and bonuses
The provision relates to employees of the Spanish entities.
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16.Otheroperatingincome(expense)(in thousands of Euro)
Other operating income 2009 2008
Insurance reimbursement 793 9,249
Gains on disposal fixed assets 86 208
Other operating income 562 458
1,441 9,915
Other operating expenses 2009 2008
Adjustments provision exceptional liabilities and charges 0 146
Provision exceptional liabilities & charges 300 -73
Loss on trade receivables 307 687
Loss on disposal of fixed assets 11 146
Other operating expenses 1,062 1,904
1,680 2,810
17.Employeebenefitexpense(in thousands of Euro)
2009 2008
Wages and salaries 15,573 13,691
Social security costs 3,242 2,545
Pension costs - defined contribution plans 893 746
Other personnel expenses 1,553 1,705
Total personnel charges 21,261 18,687
Average workforce 458 428
Workers 269 250
Employees 189 178
18.Financeincome(expense)(in thousands of Euro)
2009 2008
Interest income 272 668
Net foreign exchange results 8,084 13,123
Fair value financial instruments (note 20) 79 0
Other finance income 373 530
8,808 14,321
Interest expenses 3,733 5,839
Net foreign exchange results 8,248 14,713
Fair value financial instruments (note 20) 147 0
Other finance expenses 311 470
12,439 21,022
Finance income - expenses (net) -3,631 -6,701
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annual report 2009
19.Incometaxes(in thousands of Euro)
2009 2008
Current income taxes -1,729 -1,820
Deferred income taxes -605 -829
-2,334 -2,649
2009 2008
Operating result 17,020 13,859
Finance income/expense (net) -3,631 -6,701
Current income before taxes 13,389 7,158
Income taxes -2,334 -2,649
Average real rate 17.43% 37.01%
Current income before taxes 13,389 7,158
Theoretical tax rate (tax rate mother company) 33.99% 33.99%
Theoretical taxes related to current income before taxes -4,551 -2,433
Non-deductible expenses -245 -550
Tax deduction for capital expenditures 178 21
Effect on the difference between real and theoretical tax rate 1,993 1,733
Modification of tax rate 76 -515
Use of tax assets, not recognised in prior years 274 126
Deferred tax assets, not recognised in current year -387 -523
Tax adjustments related to prior periods 163 -387
Non-deductible items 167 -119
Fiscal exemptions -2 -2
Income taxes -2,334 -2,649
20.Derivativefinancialinstruments
Foreign currency risk
With regard to exchange rates, Resilux has a policy of passive hedging per production unit.
This means that the net exchange rate flows are charged to each production unit and if necessary derivatives are used for this
purpose. The group’s most important currencies are the Euro, the American dollar, the Swiss franc, the Hungarian forint, and the
Russian rouble. In accordance with the accounting policies, the balances of foreign-currency creditors and debtors are converted
at the exchange rate applicable on that date. Financial derivatives to cover the net exchange rate flows are valued at their market
value. Exchange rate results on creditors and debtors and changes to the market value of the financial instrument are entered in
the results for the period in which they occcur. The results of one financial instrument concerns one particular transaction and are
immediately recognized in equity.
Resilux had the following outstanding exchange contracts on 31-12-2009
purchases 2,475,687 USD e 1,804,123
purchases 14,569,640 CHF e 9,754,846
purchases 759,309,309 HUF e 2,760,000
sales 4,290,000 USD e 2,982,039
sales 500,000 GBP e 548,873
sales 94,594,595 HUF e 350,000
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Estimated sensitivity to currency fluctuations (in thousands of Euro)
The results of the company are reported in Euro, which means that the financial positions of foreign currencies are recalculated to
the Euro.
The used foreign currencies for recalculations are USD, RUB, CHF and HUF. A decrease of 10% of the conversion rate towards the
used rate for 2009 would have an affect on the operational result as follows: for the USD -55, for the RUB -73, for the CHF -725
and for the HUF -156. With regard to the exchange rate policy we refer to foreign currency risk.
Interest rate risk
According to the riskmanagement policy of the group, generally between 75% and 100% of all transactions is covered. The
hedgings do not always happen immediately for 100% but can also be made gradually for a longer period.
The following contracts were entered into to cover the aformentioned risks (in thousands of Euro):
• Cap contracts for € 14,090 at 3 to 6 year at a maximum interest rate of 4.75%.
• On the one hand an amount of € 18,754 was covered by an interest rate swap contract at 3 and 6 year at a interest rate
between 1.7% and 3.03% and on the other hand an amount of $ 8,945 at 3 and 6 year at a interest rate between 2.24% and 3%.
The aforementioned contracts are treated in the financial statements as trading instruments and are consequently valued at
market value. The changes to the financial instruments are entered in the profit and loss account. See note 9 and 14 for the
valuation of these financial instruments.
Price risk
As is well known, Resilux and other preform suppliers pass on fluctuations in raw material prices to their customers at the
applicable market rates. There is thus mainly a timing risk here between purchase and sale.
Credit risk
The company has a number of corporate policy provisions for the credit risk relating to trade debtors. Ways in which Resilux
manages its credit risks include customer diversification, by strictly monitoring credit limits and periods, and by continuously
screening the creditworthiness of the parties with which it deals. Furthermore, the credit risk for most of the external clients is
covered by a credit insurance.
21.Operatingleases(in thousands of Euro)
2009 2008
Non-cancellable operating leases are payable as follows:
Less than one year 2,116 2,276
Between one and five years 2,466 3,612
More than five years 0 0
4,582 5,888
Expenses in income statement 2,458 2,551
Non-cancellable operating leases mainly relate to leases of factory facilities, offices, production machinery and equipment.
In 2009, € 2,458 was recognized as an expense in the income statement in respect of operating leases of factory facilities, offices,
production machinery and equipment. (2008: € 2,551).
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annual report 2009
22.Keyfigurespershare(in Euro)
2009 2008
based on the average
amount of shares
Operating cash flow 13.96 16.04
Operating result 8.59 7.00
Net profit group share 5.58 2.28
Net cash flow 10.95 11.71
Number of shares 1,980,410 1,980,410
Proposed gross dividend per share (in Euro) 1.50 0
Total dividend (in thousands of Euro) 2,971 0
a. There are 11,289 subscription rights in circulation.
b. The 166,665 warrants subscribed by Compagnie du Bois Sauvage SA on December 19th, 2006 within the framework of a
subordinated debenture loan issued by the Company, were bought back by the Company in June 2009. The shareholders will be
requested to declare these warrants null and void on May 21st, 2010.
None of the subscription rights have been included in the calculation because the exercise price is above the average market price.
23.Rightsandcommitmentsnotreflectedinthebalancesheet (in thousands of Euro)
Resilux has provided the following collateral to guarantee debts:
Subscription amount of the collateral 48,256
Outstanding debt for which collateral has been provided 23,362
Net book value of the assets for which collateral has been provided 27,023
In addition, Resilux has signed private powers of attorney for granting a subscription to the business of € 32,968 in principal and
€ 3,297 in charges, in the favour of a number of financial institutions.
Concerning the personal guarantees in favour of the companies within the group, we refer tot the statutory annual accounts of
Resilux NV.
24.Relatedpartytransactions
The members of the Executive Committee - including the Executive Directors - received a remuneration of € 1,677,118.92 in the
financial year 2009. These remunerations consist of gross salaries, fees for services and benefits in kind as it is provided in the
usual remuneration package. The members of the Executive Committee, excluding the Executive Director, hold 1.00% of the
Resilux shares. They also own 2,000 warrants from previously mentioned warrant plan.
The remuneration for the independent Directors in the financial year 2009 was € 47,383.50.
Resilux Hungária Packaging Kft., a Hungarian daughter company, established on November 4th, 2009 the Romanian company
Resilux South East Europe srl.
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25.Auditorandrelatedpersons(in thousands of Euro)
Fee for the auditor Baker Tilly JWB Bedrijfsrevisoren for all companies:
Within the group 74
Fee for exceptional services of special assignments performed within the company by the Auditor:
Other controlling services 6
Tax advice services 15
26.Eventssubsequenttothebalancesheetdate
Since the end of the financial year, no other important events have occurred of a nature to influence the results of
the company significantly.
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annual report 2009
Assets (in thousands of Euro)
Tangible fixed assets (€ 48,234)
During the financial year, an additional net amount of € 10.9 million was invested in tangible fixed assets, mainly to expand and
optimise the production capacity and to make it more flexible. The major investments are extra production lines and new moulds.
The net investment in 2008 was € 6.4 million.
The depreciation on tangible fixed assets was € 9.9 million and mainly related to production technology, including leased fixed
assets.
Intangible fixed assets (€ 212)
Intangible fixed assets mainly consist of externally procured development technology, as well as patents and licences for preforms.
Goodwill (€ 13,685)
Goodwill is the difference between the purchase price of the shareholding and the value of the net assets acquired, revalued
according to the consolidated accounting policies of Resilux. The amount of € 13.7 million entirely relates to the Swiss operations.
Deferred taxes (€ 1,724)
Deferred taxes are calculated on temporary differences between the book value of the assets and liabilities in the balance sheet
and their tax value. The deferred tax is booked to the asset or liability according to the net position per fiscal unit. Deferred
taxation on assets mainly comes from different depreciation rates for tangible fixed assets, and tax losses that can be carried
forward.
Long term receivables (€ 1,022)
This amount covers mainly a contract as lessor for a blowingproject in the Spanish entity.
Stocks (€ 30,942)
The total stock (including advance payments) decreased by € 1.9 million or 5.7% with respect to the previous financial year. The
total stock of raw materials (including advance payments) increased by € 0.3 million and the stocks of finished products and trade
goods decreased by € 2.2 million.
Trade debtors (€ 33,434)
Trade debtors increased with respect to the previous year by 20.2% or € 5.6 million.The increase can be explainded by an increase
of the turnover in the second half year of 2009. The average number of trade debtor days for the group increased slightly.
Other assets (€ 5,930)
The main items under other assets are VAT to be reclaimed, grants to be received and costs to be carried forward.
Cash at bank and in hand (€ 8,555)
For an explanation of the change in the cash at bank and in hand and short term investments, please refer to the source and
application of funds statement on page 48 of this annual report.
Liabilities (in thousands of Euro)
Capital (€ 17,184) / Share premium (€16,656)
The share capital is € 17.2 million, represented by 1,980,410 shares without nominal value. The capital is fully paid-up.
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The history of the capital is as follows:
Date Type of operation Amount of the capital (in Euro) Number of shares
05/05/1992 Formation 123,947 500
02/11/1993 Capital increase 545,366 2,200
27/06/1995 Capital increase 3,197,826 3,642
16/06/1997 Capital increase 4,268,726 4,362
04/09/1997 Shares split by 325 4,268,726 1,417,650
03/10/1997 Capital increase / stock exchange entry 15,423,935 1,777,650
24/12/1998 Capital increase 16,235,717 1,871,210
19/11/1999 Capital increase 16,236,000 1,871,210
19/12/2006 Capital increase 17,183,856 1,980,410
Consolidated reserves (€ 19,591)
The consolidated reserves on December 31st, 2009 were as follows:
Reserves carried forward on December 31st, 2008 9,378
Consolidated profit for the financial year 11,055
Equity part of repurchase warrants -836
Unrealised result on hedging contracts included in equity -6
Total consolidated reserves on December 31st, 2009 19,591
Exchange rate differences (€ 1,260)
The effect of the conversion of foreign shareholdings in the consolidation to Euro had a negative effect of € 0.3 millon on the
capital and reserves. The exchange rate differences on December 31st, 2008 were € 1.5 million.
Subordinated loans (€ 4,535)
The total amount of subordinated loans short term and long term decreased by € 7.7 million. This is the result of the repayment of
the subordinated loan of Compagnie du Bois Sauvage SA including the effect of the adjustment to the present value.
Interest-bearing financial liabilities long term (€ 20,324) and short term (€ 10,923)
The long term financial liabilities decreased by € 1.7 million with respect to 2008. The short term debts (including the current
portion of debts payable after one year) fell by € 13.5 million
For a further explanation of the change in the debts, we refer to the source and application of funds statement on page 48
of this report.
Current assets less current liabilities changed favourably to € 19.3 million due to a combination of increased trade debtors and
trade payables and a decrease of the interest-bearing borrowings.
Provisions (€ 1,345)
The total amount of provisions remains almost unchanged due to a combination of new provisions for commercial disputes and
remaining rent and the use of the provision made last year as a result of the earthquake in Greece.
Deferred taxes (e 2,335)
Deferred taxes are calculated on temporary differences between the book value of the assets and liabilities in the balance
sheet and their tax value. The deferred tax is booked to the asset or liability according to the net position per fiscal unit.
Deferred taxation on assets mainly comes from different depreciation rates for tangible fixed assets, and tax losses that
can be carried forward.
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annual report 2009
Trade creditors (€ 39,258)
Trade creditors increased by e 14.5 million or 58.6% compared to the previous year. This is the result of purchases of raw material
in the last quarter of 2009 and only payable in 2010.
Taxes (€ 1,241)
In 2009 this section consisted mainly of income tax payable in Spain, Switzerland, Greece and a number of holdings. In 2008 this
item was € 1.5 million.
Other liabilities long term (€ 1,000) and short term (€ 8,103)
The long term liabilities relate to a loan of the Ministry of Industry in Spain. This section of the short term liabilities contains debts
relating to remuneration and labour-related contributions, and also accrued costs and interest, and income to be carried forward.
Income statement (in thousands of Euro)
Operating income (€ 200,304)
The operating income decreased by 7.5% compared to the previous financial year. The turnover in 2009 decreased compared to the
previous financial year by 4.1%. This is the result of the lower raw material prices because the total number of preforms and bottles
sold rose over the financial year 2009 by 7.4%.
The change in stocks of finished products in 2009 was € -2.7 million. In the financial year 2008, there was an decrease in stocks of
finished products of € 3.7 million.
For further information, we refer to the operations report earlier in this report, where we mention that added value is a better
parameter for Resilux as a result of fluctuations in PET prices being passed on to the customer.
The other operating income decreased by € 8.5 million. This section included last year a compensation received for the damages
due to the earthquake in Greece.
Operating charges (€ 183,284)
The decrease compared to the previous financial year was € 19.4 million. The total cost of goods purchased for resale, raw
materials and consumables decreased by € 13.6 million. This decrease is mainly the result of higher volumes produced but lower
raw material prices.
The total operating cash costs rose by € 1.7 million. Services and other goods decreased by € 0.9 million. Last year this section
included a number of extra costs as a result of the earthquake in Greece. Furthermore, there is an increase of the variable costs
as energy and transportation because of the high prices and an increase of the produced volumes. Personnel costs increased by
e 2.8 million due to indexation of salaries and wages and additional personnel to strengthen the organization.
The depreciation and other amounts written off decreased by € 7.3 million compared to 2008. This decrease is the result of lower
depreciation on fixed assets and furthermore last year, this section included extra write offs as a result of the earthquake in Greece.
Net financial charges (€ -3,631)
The net financial expenses decreased by € 3.1 million compared to 2008 as a result of decreased interest rates and reduction of
financial debt. After consultation, Resilux NV and Compagnie du Bois Sauvage SA have reached an agreement concerning, on the
one hand, the early repayment of the bond loan and, on the other hand, the repurchase of 166,665 warrants.
The total financial expenses 2009 include a provision relating to the exit of the Belgische Maatschappij voor Internationale
Investering (BMI-SBI). out of the production unit from Resilux in the United States. This year the foreign exchange results
were € -0.2 million compared to € -1.6 million in 2008.
Taxes (€ -2,334)
The taxes can be broken down into income tax to be paid (€ -1.7 million) and the movement in deferred taxes (€ -0.6 million).
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Cash flow statement (in thousands of Euro)
The cash flow statemtent has been drafted after the conversion of the balance sheet per December 31st, 2008 at closing rate per
December 31st, 2009.
The cash flow statement shows that the gross operating cash flow (after adjustments for non-cash flows and the gains realised on
fixed assets) during the financial year was € 27.6 million, compared to € 31.7 million in 2008. The total working capital decreased
by € 8.5 million. This was the result of the decrease in stocks (€ 1.9 million), the increase in trade debtors (€ 6.9 million), the
increase in trade creditors (€ 14.6 million) and the increase in other working capital (€ 1.1 million). This brings the net operating
cash flow to € 36.0 million. In the previous financial year, the total working capital increased by € 2.6 million and the net operating
cash flow was € 29.1 million.
After deducting the net financial charges (€ -3.6 million) and the taxes paid (€ 2.0 million), the total cash flow from operations was
€ 30.5 million, compared to € 21.4 million in 2008.
The financial resources requirement for investment operations was € 10,4 million. This is a combination of gross investments (€
11.2 million), received grants (€ 0.7 million) and proceeds from the sale of tangible fixed assets (€ 0.1 million). In 2008, an amount
of € 6.4 million was required.
During 2009 the net cash flow from financing activities was € -23.6 million compared to € -10.4 million in 2008.
On balance, during the financial year, there was a decrease in cash at bank and in hand of € 3.5 million, compared to an increase
of € 4.6 million in 2008.
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annual report 2009
77
Auditor’sreportto the General Meeting of Shareholders of Resilux NV on the consolidated financial statements for the year ended December 31st, 2009
In accordance with the legal requirements, we report to you on the performance of the mandate of statutory auditor, which has been entrusted to us. This report contains our opinion on the true and fair view of the consolidated financial statements as well as the required additional statements.
Unqualified audit opinion on the consolidated financial statementWe have audited the consolidated financial statements of Resilux NV (“the Company”) and the subsidiaries (together “the Group”), prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and the legal and administrative regulations applicable in Belgium. The consolidated financial statements include the consolidated balance sheet per December 31st, 2009, the consolidated income statement, the consolidated statement of realized and unrealized results, the consolidated cash flow statement and the consolidated statement of changes in equity closed at that date, including the accounting principles for the preparation of the financial statements and other notes. The total consolidated balance sheet shows a total of € 143,754,796.09 and a consolidated profit for the period of € 11,055,160.72. Management is responsible for the preparation and the fair presentation of these consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting principles and making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the legal requirements and the Auditing Standards applicable in Belgium, as issued by the Institute of Registered Auditors. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement, whether due to fraud or error.
In accordance with the above-mentioned auditing standards, we considered the Group’s accounting system, as well as its internal control procedures for the preparation and the true and fair view of the consolidated financial statements, in order to design audit procedures that are appropriate. These audit procedures do not aim to express an opinion on the effectiveness of the internal control procedures. We have obtained from management and the company’s officials, the explanations and information necessary for executing our audit procedures. We performed audit procedures to confirm the information and have examined, on a test basis, the evidence supporting the amounts included in the consolidated financial statements. We have assessed the appropriateness of the accounting principles and consolidation principles, the reasonableness of the significant accounting estimates made by the Group, as well as the overall presentation of the consolidated financial statements. We believe that these procedures provide a reasonable basis for our opinion.In our opinion the consolidated financial statements for the year ended December 31st, 2009 give a true and fair view of the Group’s assets and liabilities, its financial position, the results of its operations and cash flows in accordance with International Financial Reporting Standards as adopted by the European Union and in accordance with the legal and administrative regulations applicable in Belgium.
Additional statement The preparation of the consolidated Director’s report and its content are the responsibility of management.Our responsibility is to supplement our report with the following additional statement which does not modify our audit opinion on the consolidated financial statements:• The consolidated Director’s report includes the information required by law and is consistent with the consolidated financial
statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the consolidated group is facing, and of its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.
Melle, April 26th, 2010
Burg. BVBA Baker Tilly JWB Bedrijfsrevisoren
Statutory Auditor represented by
Benedikt Joos
Auditor
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AbridgedstatutoryannualaccountsofResiluxNV2009
The statutory annual accounts of the Resilux NV company are presented in an abridged form. In accordance with the Royal Decree
of January 30th, 2001 in execution of the Companies Act, these annual accounts, the annual report and the report of the Auditor
are submitted to the National Bank of Belgium.
The Auditor has issued a report without reservations.
The full version of the statutory annual account, as well as the accompanying reports, are available on the company’s website as
from April 30th, 2010. On request, a copy of these documents can be obtained free of charge at the company’s registered seat.
Balance sheet after appropriation of profit
Assets (in thousands of Euro) 2009 2008 2007
FIXED ASSETS 68,890 59,487 52,546
II. Intangible fixed assets 320 354 420
III. Tangible fixed assets 6,942 6,530 8,255
A. Land and buildings 3,558 3,411 3,855
B. Installations, machinery and equipment 1,510 1,563 1,775
C. Furniture and vehicles 350 231 200
D. Leasing and other similar rights 1,292 1,141 2,090
E. Other tangible assets payments 80 135 335
F. Assets under construction and advance payments 152 49 0
IV. Financial fixed assets 61,628 52,603 43,871
A. Affiliated enterprises 61,407 52,380 43,651
1. Shareholdings 61,407 52,380 43,651
B. Companies with which there is a shareholding relationship 17 17 17
1. Shareholdings 17 17 17
C. Other financial fixed assets 204 206 203
2. Accounts receivable and cash guarantees 204 206 203
CURRENT ASSETS 27,935 37,191 43,043
V. Accounts receivable after more than one year 2,777 2,887 251
B. Other accounts receivable 2,777 2,887 251
VI. Stocks and contracts in progress 8,557 10,671 11,669
A. Stocks 8,557 10,671 11,669
1. Raw materials and consumables 3,348 3,038 2,546
3. Finished goods 3,235 5,587 7,449
4. Goods purchased for resale 393 403 449
6. Advance payments 1,581 1,643 1,225
VII. Accounts receivable within one year 15,765 22,489 28,385
A. Trade debtors 10,890 9,580 10,817
B. Other accounts receivable 4,875 12,909 17,568
IX. Cash at bank and in hand 323 790 2,289
X. Accrued charges and deferred income 513 354 449
TOTAL ASSETS 96,825 96,678 95,589
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annual report 2009
Liabilities (in thousands of Euro) 2009 2008 2007
CAPITAL AND RESERVES 41,452 38,511 35,706
I. Capital 17,184 17,184 17,184
A. Issued capital 17,184 17,184 17,184
II. Share premium account 16,656 16,656 16,656
IV. Reserves 1,797 892 503
A. Legal reserve 1,064 603 407
C. Untaxed reserve 733 289 96
V. Profit/(loss) brought forward 5,769 3,727 1,303
VI. Investment grants 46 52 60
PROVISIONS AND DEFERRED TAXES 940 486 385
VII. A. Provision for liabilities and charges 541 312 307
1. Pensions and similar obligations 9 14 18
4. Other liabilities and charges 532 298 289
B. Deferred taxes 399 174 78
CREDITORS 54,433 57,681 59,498
VIII. Accounts payable after one year 15,018 18,381 24,510
A. Financial debts 15,018 18,381 24,510
1. Subordinated loans 0 5,000 7,500
3. Leasing and other similar obligations 794 355 1,113
4. Credit institutions 14,224 13,026 15,897
IX. Accounts payable within one year 39,360 39,195 34,772
A. Current portion of accounts payable after one year 4,749 6,329 4,374
B. Financial debts 160 10,153 13,048
1. Credit institutions 160 10,153 13,048
C. Trade creditors 15,694 13,621 16,512
1. Suppliers 15,694 13,621 16,512
D. Advances received on contracts in progress 1,783 4,651 0
E. Taxes, remuneration and social security 844 1,035 726
1. Taxes 195 183 162
2. Remuneration and social security 649 852 564
F. Other accounts payable 16,130 3,406 112
X. Accrued charges and deferred income 55 105 216
TOTAL LIABILITIES 96,825 96,678 95,589
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Profitandlossaccount(presentationinverticalform)(in thousands of Euro)
2009 2008 2007
I. Operating income 70,382 75,422 70,754
A. Turnover 72,448 77,015 70,990
B. Change in stock of finished goods and goods in progress -2,517 -1,798 -404
D. Other operating income 451 205 168
II. Operating charges 68,202 73,183 68,844
A. Goods for resale, raw materials and consumables 49,170 53,481 51,167
1. Purchases 49,440 53,952 50,619
2. Change in stocks (-/+) -270 -471 548
B. Services and other goods 10,157 9,830 9,016
C. Remuneration, social security charges and pensions 6,296 5,879 5,296
D. Depreciation and amounts written off formation expenses,
intangible and tangible fixed assets 2,614 3,293 3,740
E. Amounts written off stocks and trade creditors -295 112 -632
F. Provisions for liabilities and charges -4 -4 -48
G. Other operating charges 264 592 305
III. Operating profit 2,180 2,239 1,910
IV. Financial income 9,384 11,244 6,441
A. Income from financial fixed assets 5,496 5,194 2,636
B. Income from current assets 556 769 1,250
C. Other financial income 3,332 5,281 2,555
V. Financial charges 5,774 8,491 5,801
A. Interest and other debt charges 2,744 3,723 2,940
C. Other financial charges 3,030 4,768 2,861
VI. Profit/(loss) from ordinary operations before taxes 5,790 4,992 2,550
VIII, Extraordinary charges 1,034 599 881
D. Gains on the disposal of fixed assets 1,034 599 881
VIII. Extraordinary charges 682 2,676 175
A. Extraordinary depreciation and amounts written
off formation expenses,
intangible and tangible fixed assets 0 63 153
B. Amounts written off financial fixed assets 0 2,686 1
C. Provisions for extraordinary liabilities and charges 300 -73 17
D. Losses on the disposal of fixed assets 7 0 4
E. Other extraordinary charges 375 0 0
IX. Profit/(loss) for the financial year before taxes 6,142 2,915 3,256
IX. bis A. Transfer from deferred taxes 25 42 113
IX. bis B. Transfer to deferred taxes -251 -137 0
X. Taxes 1 -7 -131
Taxes 0 7 131
Adjustment of income taxes and write-back of tax provisions 1 0 0
XI. Profit/(loss) for the financial year 5,917 2,813 3,238
XII. Substraction to untaxed reserves 44 73 212
Transfer to untaxed reserves -488 -266 0
XIII. Profit/(loss) for the financial year to be appropriated 5,473 2,620 3,450
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annual report 2009
Appropriationofprofit(in thousands of Euro)
2009 2008 2007
A. Balance of profit to be appropriated 9,200 3,923 1,372
1. Profit for the financial year to be appropriated 5,473 2,620 3,450
2. Profit/(loss) brought forward from the previous financial year 3,727 1,303 -2,078
C. Addition to capital and reserves 460 196 69
2. To the legal reserve 460 196 69
D. Profit/(loss) to be carried forward 5,769 3,727 1,303
F. Profit to be distributed 2,971 0 0
1. Dividends 2,971 0 0
Notestotheaccounts
VIII. Statement of capital (in thousands of Euro
Amounts Number of shares
A. Capital
1. Issued capital (heading I.A. of liabilities)
- At the end of the preceding period 17,184
- At the end of the period 17,184
2. Structure of the capital
2.1 Different categories of shares
Shares without face value
that each represent 1/1,980,410th of the capital 17,184 1,980,410
2.2 Registered shares - bearer shares/dematerialised
Registered 773
Bearer/dematerialised 1,979.637
Amount of capital Number of shares
D. Commitments to issue shares
2. Following the exercise of subscription rights
- Number of outstanding subscription rights 11,289
- Amounts of capital to be issued 98
- Maximum number of shares to be issued 11,289
E. Amount of authorised capital, not issued 16,236
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G. Shareholder structure of the company at the year end, as shown by the notifications that the company has received:
Notifications in accordance with the transparency legislation (Law of May 2nd, 2007 on the the disclosure
of major shareholdings in issuers whose shares are admitted to trading on a regulated market and laying down
miscellaneous provisions).
Overview of reported participations:
Date Who Number Number
of shares % (1) of shares % (2)
31/10/2008 Tridec Stichting Administratiekantoor under Dutch law,
Houtsnip 17, 3766 VD Soest, The Netherlands
Controlled by Alex, Peter and Dirk De Cuyper
Acting in mutual consultation with the De Cuyper family,
NV Immo Tradec, NV Belfima Invest and NV Tradidec 921,000 (46.51%) 921,000 (42.67%)
31/10/2008 Family De Cuyper - Notifier: Peter De Cuyper,
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, NV Immo Tradec, NV Belfima
Invest and NV Tradidec 110,865 (5.60%) 110,865 (5.14%)
31/10/2008 NV Immo Tradec - BE 0439 777 214
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Belfima
Invest and NV Tradidec 48,534 (2.45%) 48,534 (2.25%)
NV Belfima Invest - BE 0466 014 328
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Immo
Tradec and NV Tradidec 30,333 (1.53%) 30,333 (1.41%)
NV Tradidec - BE 0464 996 422
Acting in mutual consultation with Tridec Stichting
Administratiekantoor, Family De Cuyper, NV Belfimat
Invest NV Immo Tradec 30,973 (1.56%) 30,973 (1.43%)
(1) % calculated based on the total existing numbers of shares (1,980,410)
(2) % calculated based on a “fully diluted” basis (2,158,364)
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annual report 2009
GeneralinformationonResiluxNV
1. GENERAL INFORMATION
1.1. Name
RESILUX NV
1.2. Registered office
Damstraat 4 - 9230 Wetteren - Belgium
1.3. Company number
RPR Dendermonde
VAT BE 0447.354.397
1.4. Incorporation, amendments to the articles of association, duration
The company was incorporated on May 5th, 1992, according to a deed published in the Annexes to the Belgian Bulletin of May
28th, 1992 under number 920528-59.
The articles of association have been amended on a number of occasions, and the last time by the Extraordinary General
Meeting of May 16th, 2008.
The company has been incorporated for a period of indefinite duration.
1.5. Legal form
Resilux is a limited liability company (société anonyme/naamloze vennootschap) incorporated under Belgian law.
1.6. Financial year
The financial year commences on January 1st and ends on December 31st of each year, and for the first time as of 2001. The
financial year used to be over a period from July 1st to June 30th of each year. As an exception, the 1999/2000 financial year
was extended by six months.
1.7. Audit of the annual accounts
The annual accounts of Resilux NV are audited by the Auditor Baker Tilly JWB Bedrijfsrevisoren BVBA, Collegebaan 2 D in 9090
Melle represented by Ms Benedikt Joos. This mandate has been renewed at the Annual Shareholders’ Meeting of May 21st, 2007
for a period of 3 years.
For the statutory and consolidated annual accounts of the financial year ending on December 31st, 2009, the Auditor has
issued a report without reservations on the company.
1.8. Consultation of company documents
The Company’s statutory and consolidated annual accounts and the accompanying reports are deposited with the
National Bank of Belgium.
According to the articles 535 and 553 of the Company Code, the annual accounts and accompanying reports are sent out
each year free of charge to shareholders on a nominal basis, to the Directors and to the Auditor, as well as to those who have
complied with all formalities to be admitted to the Annual Shareholders’ Meeting, as required by the articles of association, no
later than 7 days before this general meeting.
As from 15 days before the Annual Shareholders’ Meeting, every shareholder or owner of warrants, after submitting his stock,
can consult these documents at the company’s registered seat, and can obtain a copy free of charge.
Furthermore, as from 15 days before the Annual Shareholders’ Meeting, every shareholder or owner of warrants can consult
the following documents at the company’s registered seat:
1° the list of shareholders whose shares are not fully paid up, with reference to the amount of their shares and their place
of residence;
2° the list of public funds, shares, bonds and other stock of companies who are part of the portfolio.
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The annual financial report with the abridged statutory and consolidated annual accounts, the reports from the Board of
Directors and Auditor regarding the consolidated annual accounts for the financial years 2004 to 2009 can be consulted in
Dutch, English and French on the Company’s website (www.resilux.com) and are on request also available in hardcopy.
Only the Dutch version of the annual report is legally valid. The versions in other languages are translations of the original
Dutch version.
Even so, the full version of the approved statutory annual account, with the accompanying signed reports from the Board
of Directors and the Auditor regarding the financial years 2004 to 2009 are published on the Company’s website.
Any interested party can register free of charge to receive emails with press releases and the compulsory financial
information, which is also available on the Company’s website.
The convocation for the General Shareholders’ Meeting/Extraordinary General Shareholders’ Meeting is published in the
financial press and the Belgian Bulletin, and is also available on the website, as are the respective power of attorney forms,
- if appropriate - the draft adjustment of the articles of association, and the signed minutes from the last General
Shareholders’ Meeting held.
Decisions regarding the appointment and dismissal of members of the Board of Directors as well as other decisions or reports
that must be published by law are published in the Annexes to the Belgian Bulletin and are also announced on the Company’s
website if necessary.
The Company statutes and special reports required by the Code of Companies are available for consultation at the office
of the clerk of the Commercial Court of Dendermonde, at the headquarters of the Company and can be found on the
company’s website.
The Corporate Governance Charter can be consulted on the Company’s website.
2. EXCERPTS FROM THE ARTICLES OF ASSOCIATION
2.1. Objects of the Company
Article 2 - Objects
The objects of the company are, on its own behalf and on behalf of third parties or together with third parties, itself or through
the mediation of any natural or juristic person in Belgium or abroad:
1. To perform all operations with regard to the trade, import and export, purchase and sale, demonstration, leasing,
representation, agency business:
• Relating to plastics, finished products and related articles, the production or recycling of them in wholesale and
retail, and thus all operations in this respect without restriction. This description comprises production by means of
all existing technologies, such as injection, extrusion, blow moulding, thermoforming, welding, and others, as well as
the formulation or purchase of all forms of plastics, raw materials, semi-finished and finished products, moulds, or
other technical peripheral equipment, as well as accepting agencies in this respect, and likewise the marketing and
sale of all these products.
• Relating to all machines used for the plastics processing industry, spare parts and accessories, including the
self-construction of these machines, moulds, technical peripheral equipment, and also all forms of services to the
plastics processing industry, including training, repair, renovation, installation and consulting.
2. Filing patents on its own inventions or on improvements to existing systems, granting licence agreements.
3. Performing all management assignments, taking on appointments and positions that are directly or indirectly related to
the company objects or which could contribute to the realisation of its objects.
It may also perform all commercial, industrial, financial, real or personal operations that could be directly or indirectly
necessary or useful for the realisation of its objects.
The company may by contribution, merger, subscription, purchase of shares, or in any other way, become involved in all
businesses that have similar or related objects or for which the objectives are of importance to the realisation of its corporate
objects.
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annual report 2009
2.2. Capital
Article 5 - Share capital
The share capital is set at € 17,183,856.00 represented by 1,980,410 shares without nominal value, each representing
1/1,980,410th of the share capital.
Article 6 - Change of the subscribed capital
The share capital may not be increased or decreased, except on the decision of the General Meeting of Shareholders,
deliberating according to the conditions required for an amendment to the articles of association.
A capital decrease may only be decided on by the General Meeting in accordance with the requirements of articles 612, 613
and 614 of the Companies Code.
Article 7 - Authorised capital
In accordance with article 603 of the Companies Code, the Board of Directors may be authorised to increase the share capital
in one or more instalments. The capital may be increased by cash or non-cash contributions, and by conversion of reserves
subject to observance of the requirements of article 603 and onwards of the Companies Code. In addition to the issue of
ordinary shares, capital increases decided on by the Board of Directors may also be realised by the issue of preference shares,
shares without voting rights, shares in the favour of employees, and convertible bonds and warrants.
The Board of Directors shall be authorised to restrict or cancel the pre-emptive rights in the interests of the company, when
the capital increase is within the bounds of the authorised capital.
The Board of Directors shall be authorised to restrict or cancel the pre-emptive rights in the favour of one or more specific
persons, even if they are not employees of the company or its subsidiaries.
The General Meeting has expressly granted the authority to the Board of Directors to increase the subscribed capital one or
more times, as of the date of the company being notified by the Banking and Finance Commission of a public takeover bid
on the company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of the existing
shareholders, or by contribution in kind in accordance with article 607 of the Companies Code. In the event of a capital
increase by cash subscription with an issue premium, the Board of Directors is authorised to stipulate that the issue premium
is booked to the ‘share issue premiums’ reserve, which shall be unavailable for distribution and shall constitute a guarantee for
third parties to the same extent as the share capital, and which may only be used in accordance with the conditions set by the
Companies Code for amendments to the articles of association, without prejudice to the possibility for the Board of Directors
to convert it to capital. The Board of Directors shall have the authority to amend the articles of association of the company in
accordance with the capital increase that is decided upon within the scope of its authority.
Article 8 - Nominal shares - Bearer shares - Dematerialised shares
Shares not paid in full are nominal.
Shares paid in full and other company shares are bearer, nominal or dematerialised shares within the limits defined by
applicable laws.
Holders of bearer shares can, at any time and at their own cost, request conversion of said shares to dematerialised shares.
Holders of dematerialised shares can, at any time and at their own cost, request conversion to nominal shares.
Dematerialised shares are represented by an entry, under the owner’s or holder’s name, on an account with a recognised
account holder or payment institution.
A register is kept at company headquarters for each category of nominal shares, in accordance with article 463 of the Code of
Companies. Each shareholder can consult the register concerning their own shares.
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Article 8bis - Shares - Dematerialisation
Bearer shares issued by the company and appearing on a securities account as of January 1st, 2008 shall, as from that date,
legally exist in dematerialised form. Starting on January 1st, 2008, other bearer shares shall then also be legally dematerialised
as they are registered on a securities account.
Bearer shares issued by the company and which are not registered on a securities account as of December 31st, 2010 shall be
legally converted to dematerialised shares on that date.
The Board of Directors is granted the authority, within the limits defined by applicable laws, to define the terms for conversion
of former bearer shares to dematerialised shares or nominal shares and for conversion of nominal shares to dematerialised
shares or vice versa, as well as to take all necessary action for the practical completion of said conversions.
Article 11 - Preferential right
In the event of a capital increase being realised in a way other than by contribution in kind or merger, and without prejudice to
a decision of the General Meeting or Board of Directors to the contrary, the new shares shall first be offered in preference to
the shareholders in proportion to the share capital represented by their shares.
The preferential right may be exercised for a period of at least 15 days starting from the day of the subscription being opened.
The subscription price and the period within which the preferential right may be exercised shall be determined by the
General Meeting or, when an increase is decided upon in accordance with article 603 of the Companies Code,
by the Board of Directors.
If a share is encumbered with usufruct, the preferential right shall be given to the owner of the share without usufruct.
For shares pledged as security, the preferential right shall exclusively go to the owner-pledger.
If the General Meeting decides to ask for a share issue premium, it shall be fully paid upon subscription and shall be booked
to a reserve unavailable for distribution, which may only be reduced or eliminated by a decision of the General Meeting or the
Board of Directors, taken in the way required for an amendment to the articles of association. The share issue premium shall
constitute a guarantee for third parties to the same extent as the share capital.
2.3. Management
Article 14 - Transparency declaration
For the application of articles 6 to 10 of the law of May 2nd, 2007 on disclosure of major holdings in issuers whose shares are
admitted to trading on a regulated market and laying down miscellaneous provisions, the applicable quota are set at 3%, 5%, or
multiples of 5%.
2.4. Management and Supervision
Article 15 - Right of nomination
The company shall be managed by a Board of Directors of at least three and a maximum of seven members, who need not be
shareholders, appointed by the General Meeting of Shareholders and who may be suspended or dismissed at any time by this
General Meeting.
Four Directors shall be appointed from among the candidates nominated by Tridec Stichting Administratiekantoor, as far as
it, and all entities it directly or indirectly controls (as defined in chapter III, part I, IV.A of the appendix to the Royal Decree
of 8 October 1976 on the annual accounts of companies), holds at least 35% of the shares of the company at the time of the
nomination of the candidate-directors and at the time of their appointment by the General Meeting.
Article 23bis
In accordance with article 524bis of the Companies Code, the Board of Directors may transfer management powers to an
executive committee, without this transfer being able to relate to the general policy of the company or to any acts reserved for
the Board of Directors on the grounds of other provisions of the law.
The conditions for the appointment of members of the executive committee, their dismissal, their remuneration, the duration
of their assignment, and the procedures of the executive committee shall be determined by the Board of Directors.
The Board of Directors shall be responsible for supervising that committee.
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A member of the executive committee, who has a direct or indirect material interest that is in conflict with a decision or
operation that is the responsibility of the committee, shall inform the other members of this before the committee deliberates.
Moreover the requirements of article 524ter of the Companies Code must be taken into consideration.
2.5. General Meeting
Article 29 - Meeting
The annual meeting shall be held each year on the third Friday of May at 15:00, at the registered office or at another place
designated in the notice of meeting, in order to hear the reading of the annual report and the audit report drawn up by the
Board of Directors and Auditors respectively, to approve the annual accounts, to appoint the directors and Auditors, and in
general to deliberate on all items on the agenda.
In case this day is a public holiday or an intermediate day following a public holiday, the meeting shall be held on the next
working day.
An extraordinary General Meeting may be convened each time that the interests of the company so require, and must be
convened each time shareholders who together represent one fifth of the share capital so request.
After approval of the annual accounts, the meeting shall decide in a special vote whether or not to grant discharge to the
Directors and Auditors.
Article 31 - Conditions for admission
Registered shareholders must inform the Board of Directors at least three working days before the meeting of their intention
to attend the meeting, if the Board so requires in the notice of meeting.
At least three working days before the meeting, the bearer shareholders must deposit their securities at the registered office
or the places stated in the notice of meeting. They shall be admitted to the General Meeting on presentation of the proof
of deposition. The owners of dematerialised securities must within the same period, present a certificate produced by the
recognised account holder or liquidation institution, to the institutions specified by the Board of Directors, showing the non-
availability of these shares to the General Meeting.
Bond holders may attend the General Meeting subject to observance of the admission conditions for shareholders.
Article 32 - Representation by proxy
Without prejudice to articles 536 and 547 onwards of the Companies Code, each shareholder may appoint a proxy by letter,
telegram, telex, facsimile, or in another way, to represent him at the General Meeting without departing from the authority of
the Board of Directors to stipulate the form of the proxy letters in the notice of meeting.
The proxy letters must be submitted to the registered office at least five days before the meeting.
Article 33 - Organisation
Every General Meeting shall be chaired by the Chairman of the Board of Directors or, in his absence, by a Chief Executive or,
in his absence, by the oldest director.
The Chairman shall appoint the secretary who need not be a shareholder or director.
If the number of shareholders so allows, the meeting shall elect two tellers. The Directors present shall complete
the committee.
Article 35 - Number of votes - Exercise of the voting right
Each share gives the right to one vote.
The voting rights attached to shares indivisibly may only be exercised by the person designated by all co-owners. The voting
right attached to a share encumbered with usufruct shall go to the usufructuary. The voting rights attached to a share pledged
as security shall go to the owner-pledger.
Holders of bonds may attend the General Meeting, but only in an advisory capacity.
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Voting by correspondence is not allowed.
In accordance with article 541 of the Companies Code, the voting right on non-fully paid shares shall be suspended when the
requested payments have become payable and have not been paid.
2.6. Appropriation of profit
Article 41 - Payment
The credit balance of the accounts, after deduction of all costs and charges of any nature, depreciation and tax and other
provisions shall form the net profit. From this profit shall first be deducted:
- 5% to set up a legal reserve until this reserve is equal to one tenth of the share capital.
- The balance shall be at the disposal of the General Meeting who shall decide on its appropriation, on the understanding
that no dividends may be paid out, nor may directors fees be paid out, when the assets, as shown by the balance sheet
and reduced by the provisions and debts, is less than or would become less than the sum of the paid-up capital plus the
reserves, all in accordance with article 617 of the Companies Code.
- The authority is granted to the Board of Directors to pay out an interim dividend against the result of the financial year,
under its own responsibility, subject to that stipulated in article 618 of the Companies Code.
Article 42 - Payment of dividends
The dividends shall be paid annually at the place and time stipulated by the General Meeting or the Board of Directors.
2.7. Winding up - Liquidation
Article 43 - Early winding up
In accordance with articles 535, 634, 645 and 646 and onwards of the Companies Code the company may be wound up early
upon the decision of the General Meeting, deliberating as for an amendment to the articles of association.
Article 44 - Liquidation
In the event of the company being wound up, the General Meeting shall appoint one or more liquidators and shall stipulate
their authority and remuneration.
In the absence of such an appointment, the liquidation shall be done jointly by the Board of Directors acting as a liquidation
committee.
Except in the event of a decision to the contrary, the liquidators shall act jointly and have the most extensive powers in
accordance with articles 186, 187, 188 and 190 to 195 inclusive of the Companies Code.
Article 45 - Distribution
After payment of all debts, charges and costs of the company, the net assets shall first be used to refund, in cash or in kind,
the paid-up and not yet refunded amount of the shares.
Any surplus shall be allocated in equal parts to the shares.
If the net proceeds are not sufficient to refund all shares, the liquidators shall pay in preference the shares that have been
paid up to a greater extent until they are on an equal footing with the shares that have been paid up to a lesser extent, or they
shall make an additional call for capital to the charge of these last-mentioned.
2.8. Temporary provisions
Authorised capital
For a period of five years, starting from the publication of the decision of the General Meeting of the nineteenth of May
two thousand and six in the Annexes to the Belgian Bulletin, the Board of Directors shall be authorised to increase the
share capital in one or more instalments to the amount of sixteen million two hundred and thirty six thousand Euro
(€ 16,236,000.00).
The capital may be increased by cash or non-cash contributions, and by conversion of reserves subject to observance of
the requirements of article 603 and onwards of the Companies Code.
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In addition to the issue of ordinary shares, capital increases decided upon by the Board of Directors may also be realised
through the issue of preference shares, shares without voting rights, shares and/or warrants in the favour of employees, and
convertible bonds and/ or bonds with warrants.
The Board of Directors shall be authorised to restrict or cancel the preferential rights in the interests of the company, when
the capital increase is within the bounds of the authorised capital.
The Board of Directors shall be authorised to restrict or cancel the preferential rights in the favour of one or more specific
persons, even if they are not employees of the company or its subsidiaries.
The General Meeting has expressly authorised the Board of Directors to increase the subscribed capital in one or more
instalments, as of the date of the company being notified by the Banking, Finance and Insurance Commission of a public
takeover bid on the company shares, by cash contribution with the cancellation or restriction of the pre-emptive rights of
the existing shareholders, or by contribution in kind in accordance with article 607 of the Companies Code. This authority is
granted for a period of three years, starting from the publication of the decision of the General Meeting of fifteen May two
thousand and nine in the Annexes to the Belgian Bulletin, and may be renewed.
In the event of a capital increase being made by cash subscription with a share issue premium, the Board of Directors shall
have the authority to stipulate that the issue premium be booked to the ‘share issue premium’ reserve that is unavailable for
distribution, which shall constitute a guarantee to third parties to the same extent as the share capital, and which may only be
used in accordance with the conditions set by the coordinated laws on commercial companies for amendments to the articles
of association, without prejudice to the possibility of a capital conversion by the Board of Directors.
The Board of Directors shall have the authority to amend the articles of association of the company in accordance with the
capital increase that is decided upon within the scope of its authority.
Purchase of own shares
The Board of Directors is authorised to acquire or alienate the company’s own shares or participating bonds in accordance
with the legal requirements, if the acquisition or alienation is necessary to avoid impending serious harm for the company.
This authorisation applies for a period of three years, starting from the publication of the decision of the General Meeting of
the nineteenth of May two thousand and six in the Annexes to the Belgian Bulletin, published on fifteen May two thousand
and nine.
By virtue of article 620 of the Companies Code, the Board of Directors is authorised to acquire or alienate the maximum
allowed number of own shares or participating bonds by purchase or exchange, at a price equal to the quoted price of these
shares on a Belgian stock exchange at the time of this acquisition or alienation, all in accordance with articles 620 to 625 of
the Companies Code.
The authorisation to acquire applies for a period of five (5) years, starting from the publication of the decision of the General
Meeting of fifteen May two thousand and nine in the Annexes to the Belgian Bulletin. Insofar allowed by the law (and in
particular by article 622 of the Companies Code), the authorisation to alienate shall apply without time limits as of the date of
this instrument.
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Design & photography : TVC reclamebureau bv - Dongen, the Netherlands
Printing : Lannoo printers - Tielt, Belgium
